Channel Partner Agreement

This CHANNEL PARTNER AGREEMENT (the “Agreement”) is effective as of the Effective Date (as defined herein)
by and between SIYARAM GRANITE, a Delaware limited liability company, and its subsidiaries and affiliates
(collectively “SIYARAM GRANITE”), and CP (“Channel Partner”).

SIYARAM GRANITE and Channel Partner hereinafter collectively referred to as the “Parties” and each individually as the
“Party”.

WHEREAS, SIYARAM GRANITE wishes to develop a customer-oriented sales, support, service and
engineering network of Channel Partners.

WHEREAS, SIYARAM GRANITE has developed and is implementing a world-wide network of channel
partners to optimize and further the quality of service to its customers and to provide access to technical
information and support to partners willing to actively promote the products of SIYARAM GRANITE.

WHEREAS, SIYARAM GRANITE wishes to authorize Channel Partner to be a non-exclusive channel

WHEREAS, Channel Partner has agreed to accept such authorization upon, and subject to, the terms
and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises, representations, and agreements hereinafter contained,
SIYARAM GRANITE and Channel Partner agree as follows:

1. SIYARAM GRANITE Partnership Program

1.1. SIYARAM GRANITE currently has two classifications of channel partners: (i) SIYARAM GRANITE Certified Partner and
(ii) SIYARAM GRANITE Premium Partner. The classification of any given channel partner depends on the business model
and business integration of such channel partner. A detailed description of the two classifications is included in the attached
Schedule 1.

1.2. Channel Partner shall initially be classified as either a SIYARAM GRANITE Certified Partner or a SIYARAM GRANITE
Premium Partner, as mutually agreed upon by the Parties. The Parties may mutually amend the initial classification of Channel
Partner via a written agreement signed by both Parties (including, but not limited to, the most recent Business Plan executed by
the Parties in accordance with Section 8).

2. Scope of the Agreement

2.1 SIYARAM GRANITE hereby authorizes Channel Partner to be a channel partner of SIYARAM GRANITE and hereby
appoints Channel Partner to sell on its own account, in its own name, and on its own responsibility and liability the products
listed in Schedule 2 (such products hereinafter collectively referred to as the “Products ”) and to provide services to customers
in the areas of sales, installation, support, service, maintenance, repair and/or engineering specified within Schedule 2 (such
services hereinafter collectively referred to as the “Services”) on a non-exclusive basis for end customers. Channel Partner
hereby agrees and acknowledges that such authorization and appointment as a channel partner is non-exclusive and that the
Products and/or Services may be sold or provided to end customers by SIYARAM GRANITE or other channel partners of
SIYARAM GRANITE, within the Territory or otherwise.

2.2 SIYARAM GRANITE may amend Schedule 2 and the Products and/or Services set forth therein at any time and in the sole
discretion of SIYARAM GRANITE.

2.3 It is understood between the Parties that Channel Partner (i) shall be independent from SIYARAM GRANITE and (ii) shall
not be an agent or representative of, or in any way be entitled to act on behalf or in the name of, SIYARAM GRANITE in
connection with the sale of the Products or the rendering of Services.

2.4 Except as expressly provided in this Agreement, (i) Channel Partner agrees and acknowledges that any and all Products and/or
Services provided by SIYARAM GRANITE shall be governed by, and in accordance with, the General Terms and Conditions of Sale of
SIYARAM GRANITE (the “Commercial Terms”), a copy of which is attached as Schedule 3 and incorporated herein by reference, and
(ii) the applicable Commercial Terms of SIYARAM GRANITE shall apply to all transactions between SIYARAM GRANITE and Channel
Partner or its customers.
In the case of any conflicting terms or conditions between this Agreement and the Commercial Terms, the terms of this Agreement shall
govern. SIYARAM GRANITE shall be entitled to amend Schedule 3 and the Commercial Terms therein, at any time and in the sole
discretion of SIYARAM GRANITE, during the term of this Agreement. SIYARAM GRANITE shall notify Channel Partner of any
changes or amendment to Schedule 3. Upon prior written approval and acceptance by SIYARAM GRANITE, the Parties may
mutually agree to deviate from the Commercial Terms.

2.5 SIYARAM GRANITE does not acknowledge or agree to any general terms and conditions of Channel Partner, and the
Parties agree that the Commercial Terms of SIYARAM GRANITE shall have priority over, supersede, and/or replace any
general terms and conditions of the Channel Partner. Even if a purchase contract is performed without reservation in the
knowledge of conflicting or deviating terms and conditions of Channel Partner, this shall not constitute the consent of SIYARAM
GRANITE to their application.

3. Services/Support from SIYARAM GRANITE

3.1. SIYARAM GRANITE shall answer, as soon as reasonably practicable, any technical queries concerning the Products which
are made by Channel Partner or its customers and which are otherwise properly made by Channel Partner or its customers in
accordance with the standard business procedures of SIYARAM GRANITE for making such technical queries.

4. Supply of the Products and Services

4.1. Channel Partner shall submit any and all Product orders in accordance with the standard business procedures of SIYARAM
GRANITE for placing such Product orders. SIYARAM GRANITE shall acknowledge all Product orders properly submitted by
Channel Partner during the term of this Agreement. The acknowledgment from SIYARAM GRANITE of an order shall indicate
acceptance of such order and the anticipated date of shipment thereof or rejection of such order. SIYARAM GRANITE may, in
the sole discretion of SIYARAM GRANITE and without liability to Channel Partner, reject any order that (i) SIYARAM GRANITE
cannot reasonably supply as requested, (ii) SIYARAM GRANITE believes violates the terms of this Agreement, the Commercial
Terms, and/or applicable law, (iii) is not properly submitted to SIYARAM GRANITE in accordance with the standard business
procedures of SIYARAM GRANITE for placing such orders, or (iv) is submitted at a time that SIYARAM GRANITE believes
Channel Partner to be in breach of this Agreement.

4.2. Channel Partner shall, in respect to each Product order submitted to SIYARAM GRANITE, be responsible for:

(i) ensuring the accuracy of the order;

(ii) providing SIYARAM GRANITE with any and all information which is necessary in order to enable SIYARAM GRANITE to
fulfill the order; and

(iii) to the extent the Products are being purchased by Channel Partner on behalf of a customer of Channel Partner, refraining
from modifying the Products in any way so that they no longer comply with the labeling, marketing and other applicable legal
requirements in the Territory.

5. Shipping; Invoicing; Payment; Annual Incentive Rebate

5.1. The shipment of all Products to Channel Partner shall be F.O.B. SIYARAM GRANITE location of shipment (if outside the
United States, INCOTERMS 2010: Ex works), and SIYARAM GRANITE may, in its discretion, ship from any of its locations
within the United States. Accordingly, Channel Partner shall, in addition to the purchase price, be liable for arranging and paying
all costs of transport and insurance with respect to the Products. At the time and location of the shipment of Products, Channel
Partner assumes all risk, responsibility, and liability for any loss, damage, or destruction with respect to the Products. Where
SIYARAM GRANITE otherwise agrees in writing to arrange for transport and/or insurance of a Product, the Channel Partner
shall reimburse to SIYARAM GRANITE its full costs and expenses for such transportation and/or insurance, and SIYARAM
GRANITE shall not be liable to Channel Partner for any loss, damage, or destruction with respect to the Products.

5.2. The list prices for all Products and Services to be supplied under this Agreement shall be available on the SIYARAM
GRANITE online web portal for channel partners (the “Partner Portal”).

5.3. SIYARAM GRANITE shall be entitled to review and adjust the list prices for any Product or Service at any time and in the
absolute discretion of SIYARAM GRANITE. Any list price change pursuant to this section shall apply to all orders for Products or
Services received by SIYARAM GRANITE after written notice to Channel Partner of the list price change has occurred.
5.4. All list prices are exclusive of any applicable value added or any other sales tax for which the Channel Partner shall be
additionally liable.

5.5. Unless otherwise agreed to by the Parties, Channel Partner shall pay to SIYARAM GRANITE any invoiced amount(s) in full,
without any deduction, within thirty (30) days of the invoice date.

5.6. If Channel Partner is either (i) a SIYARAM GRANITE Premium Partner or (ii) a SIYARAM GRANITE Certified Partner who
properly executes an annual Business Plan (as defined in this Agreement) with SIYARAM GRANITE in accordance with the
terms and conditions herein, then Channel Partner may be eligible to receive an annual incentive rebate (the “Annual Rebate”)
based on the Products and/or Services sold by SIYARAM GRANITE to Channel Partner during a given calendar year
(“Applicable Purchases”). Channel Partner shall only be entitled to receive an Annual Rebate in a given calendar year if the
Channel Partner meets or exceeds its Sales Target (as defined in Section 9) for such calendar year. If Channel Partner is a
SIYARAM GRANITE Certified Partner and does not elect to enter into a Business Plan with SIYARAM GRANITE, then Channel
Partner shall not be entitled to receive an Annual Rebate for any given year in which a Business Plan is not signed.
If Channel Partner meets or exceeds its Sales Target and is otherwise entitled to receive an Annual Rebate, then the Annual
Rebate shall equal:

(i) If the Channel Partner is a SIYARAM GRANITE Certified Partner: 2% of the total purchase price of all Applicable
Purchases invoiced by SIYARAM GRANITE and shipped during the given calendar year; or

(ii) If the Channel Partner is a SIYARAM GRANITE Premium Partner: 3% of the total purchase price of all Applicable
Purchases invoiced by SIYARAM GRANITE and shipped during the given calendar year.

If Channel Partner is otherwise entitled to receive an Annual Rebate for a given calendar year, then SIYARAM GRANITE shall
pay the Annual Rebate to Channel Partner within forty-five (45) days after the end of the calendar year. Notwithstanding the
foregoing, Channel Partner shall not otherwise be entitled to payment of the Annual Rebate if Channel Partner breaches (a)
this Agreement or (b) any applicable Commercial Terms relating to a sold Product and/or Service, unless otherwise agreed to
by SIYARAM GRANITE in writing.

6. Transfer of Risk of Loss and Title

6.1. The risk of loss or damage of Products sold to Channel Partner shall pass from SIYARAM GRANITE to the Channel
Partner in accordance with Section 5.1. of this Agreement.

6.2. Notwithstanding the risk of loss provisions of Section 5.1 and Section 6.1, title to Products sold to Channel Partner shall
pass from SIYARAM GRANITE to the Channel Partner on the earlier of (i) delivery and acceptance of the Products by Channel
Partner, or (ii) payment, in full, of the Products.

7. Marketing of the Products

7.1. Channel Partner shall use its best efforts (i) to promote the sale of the Products and/or Services throughout the Territory
and (ii) subject to compliance by SIYARAM GRANITE with its obligations under Section 4.1. of this Agreement, to satisfy
market demand for such Products and/or Services. Channel Partner shall take reasonable measures to safeguard the interests
of SIYARAM GRANITE as set forth in this Agreement. Channel Partner shall prominently advertise that it is either a SIYARAM
GRANITE Certified Partner or SIYARAM GRANITE Premium Partner, whatever the case may be, or advertise such other
designation as agreed to by the Parties. Subject to the review and approval of SIYARAM GRANITE, Channel Partner hereby
agrees to display the appropriate SIYARAM GRANITE partner logo on its website for marketing purposes.

7.2. In connection with the promotion and marketing of the Products and/or Services, the Channel Partner shall, at its own cost:

(i) make clear, in all dealings with customers and prospective customers, that it is acting as an independent provider of the
Products or Services, and is not acting as an agent or representative of SIYARAM GRANITE;

(ii) comply with any and all federal, state, and local statutes, rules, regulations, and ordinances relating to the
advertisement, storage, delivery, sale, export, and installation of the Products or Services;

(iii) provide to SIYARAM GRANITE, for prior formal written approval, draft copies of all sales or marketing materials,
including press releases press invitations, catalogues, brochures, pamphlets, or manuals, used by the Channel Partner
which otherwise include or relate to the Products or Services;
 (iv) reasonably participate in all SIYARAM GRANITE-related branding, promotions, and/or campaigns related to the Products
or Services;

(v) maintain an active and suitably trained sales force and ensure that such sales force is continually trained with current
technological developments relevant to the Products or Services;

(vi) to the extent such service(s) are detailed in Schedule 2 relating to the Products and/or Services, provide an adequate
after-sales service for customers in relation to the Products, including training and customer service;

(vii) forward to SIYARAM GRANITE any customer warranty and service requests relating to the Products and/or Services
as soon as received;

(viii) seek prior written approval from SIYARAM GRANITE (with such approval not to be unreasonably withheld) in relation
to any online content, including websites and promotional material, which relates to the Products or Services. Channel
Partner shall comply with any brand guidelines submitted by SIYARAM GRANITE from time to time. Upon the request of
SIYARAM GRANITE, Channel Partner shall use the standard platform, template or other formatting of SIYARAM GRANITE
in relation to the online content;

(ix) not promote or sell the Products from any medium whose content, domain name, or other affiliation is likely to degrade,
as determined by SIYARAM GRANITE in its sole discretion, the reputation or goodwill of SIYARAM GRANITE and its
Products or Services;

(x) seek prior written approval from SIYARAM GRANITE in relation to any proposed uses of copyrighted images or content
owned or held by SIYARAM GRANITE; and

(xi) not use any images to promote the Products or Services, other than those images supplied or otherwise approved by
SIYARAM GRANITE.

7.3. Channel Partner shall provide, upon reasonable request, project and customer-related information to SIYARAM GRANITE
for projects undertaken by both the Channel Partner and SIYARAM GRANITE relating to the Products and/or Services.

8. Business Plan; Reporting and Information Exchange; Partner Manager; Other Benefits

8.1. If Channel Partner is a SIYARAM GRANITE Premium Partner, then Channel Partner and SIYARAM GRANITE shall enter
into a “SIYARAM GRANITE Channel Partner Business Plan” (the “Business Plan”), in the form attached hereto as Schedule 4,
for each calendar year during the term of this Agreement. If Channel Partner is a SIYARAM GRANITE Certified Partner, then
Channel Partner shall not be required to enter into an annual Business Plan with SIYARAM GRANITE; provided, however, that
if Channel Partner does not enter into an annual Business Plan, then Channel Partner shall not be eligible to receive an Annual
Rebate as set forth in Section 5.6 for that given calendar year. If Channel Partner is a SIYARAM GRANITE Premium Partner
and does not otherwise (i) enter into an annual Business Plan as required hereunder, or (ii) perform any other duties required by
a SIYARAM GRANITE Premium Partner hereunder, then such Channel Partner shall automatically be reclassified as a
SIYARAM GRANITE Certified Partner and may not otherwise be entitled to an Annual Rebate. SIYARAM GRANITE may
amend the form of the Business Plan as set forth in Schedule 4 from time to time in its sole discretion.
8.2. Upon execution of this Agreement, Channel Partner and SIYARAM GRANITE shall enter into a Business Plan for the
calendar year in which this Agreement was initially executed, if applicable to Channel Partner. Thereafter, Channel Partner
and SIYARAM GRANITE shall enter into a new Business Plan, as applicable, for each subsequent calendar year no later than
thirty (30) days after the start of such calendar year (the “Business Plan Deadline”). Each executed Business Plan between
Channel Partner and SIYARAM GRANITE shall be attached to this Agreement and incorporated herein. As applicable based
on the status of Channel Partner as a SIYARAM GRANITE Certified Partner or a SIYARAM GRANITE Premium Partner,
Channel Partner shall submit to SIYARAM GRANITE the reports detailed in each Business Plan. Such reports shall be
submitted on a quarterly basis, unless otherwise specified in the Business Plan.

8.3. SIYARAM GRANITE shall designate a “SIYARAM GRANITE Partner Manager ” to Channel Partner. The SIYARAM
GRANITE Partner Manager will act as the primary point of contact between SIYARAM GRANITE and Channel Partner and
otherwise help develop the business relationship between Channel Partner and SIYARAM GRANITE. SIYARAM GRANITE
may change the designated SIYARAM GRANITE Partner Manager for Channel Partner at any time in the sole discretion of
SIYARAM GRANITE.
8.4. If Channel Partner is a SIYARAM GRANITE Premium Partner, Channel Partner shall meet, either in person or in some
other fashion as agreed to by SIYARAM GRANITE, on a quarterly basis with its designated SIYARAM GRANITE Partner
Manager for a business review meeting. The quarterly business review meeting shall encompass reviewing the previous
quarter results along with the expected performance for the upcoming quarters. The meeting will also provide the basis to
discuss and plan joint marketing activities, assess current projects, set strategic actions, and further develop the relationship
between the Parties.

8.5. By being a channel partner of SIYARAM GRANITE, Channel Partner may be entitled to certain benefits set forth in
Schedule 1, a copy of which is attached to this Agreement. Channel Partner agrees and acknowledges that the
classifications, descriptions, and benefits set forth in Schedule 1 are subject to modification, addition, and/or termination at
any time during the term of this Agreement at the sole and absolute discretion of SIYARAM GRANITE; provided, however, that
SIYARAM GRANITE shall provide any and all benefits to Channel Partner which are expressly provided in this Agreement in
accordance with the terms and conditions set forth herein; provided, further, that any modification of the classifications,
descriptions, and benefits set forth in Schedule 1 by SIYARAM GRANITE shall not go into effect until the beginning of the
next renewal term of this Agreement.

9. Sales Targets

9.1. For each Business Plan executed by Channel Partner and SIYARAM GRANITE, the Parties shall negotiate in good faith
and use their best efforts to mutually agree on a sales target for Channel Partner to achieve in the calendar year to which the
Business Plan relates (the “Sales Target”). For the initial Business Plan between Channel Partner and SIYARAM GRANITE,
the Parties shall negotiate a prorated Sales Target, which shall take into account the duration of the remaining calendar year.
The Sales Target shall be stated as a dollar amount and be used by the Parties to determine whether Channel Partner is
entitled to an Annual Rebate in accordance with Section 5.6. In determining whether Channel Partner has met its Sales Target
for a given calendar year, SIYARAM GRANITE shall calculate the total purchase price of all Applicable Purchases (as defined
in Section 5.6.) invoiced by SIYARAM GRANITE and shipped in the given year, and then compare such number to the
applicable Sales Target.

9.2. In order to assess whether Channel Partner has met or exceeded its Sales Target for a given calendar year, Channel
Partner agrees to make available to SIYARAM GRANITE and its authorized representatives such information as SIYARAM
GRANITE may reasonably require to make such assessment.

10. No General Exclusivity or Obligation of Non-Compete

10.1. Channel Partner is not subject to any obligation of non-compete and may distribute similar products from other
manufacturers. However , if SIYARAM GRANITE specifically refers a customer and/or customer project to Channel Partner,
then Channel Partner shall not offer competing products to such customers or projects. If the Channel Partner deems that one
of more of the Products or Services is not suitable for the customer opportunity, then the Channel Partner shall promptly notify
SIYARAM GRANITE to discuss an alternative solution mutually agreeable to both Parties.

10.2. SIYARAM GRANITE and its subsidiaries and affiliates may actively and passively distribute the Products and Services
either on their own or through other channel partners, sales representatives, or agents both inside and outside of the Territory
without any restrictions. SIYARAM GRANITE shall not be restricted in any way from doing business with any third-party or
making a third-party a channel partner of SIYARAM GRANITE, even if such third-party is a direct competitor with Channel
Partner.

11. Confidentiality

11.1. “Confidential Information ” means, whether provided orally, in writing or electronically, and whether or not such
information is expressly stated to be confidential or marked as such: (i) any knowledge, information, or data that is proprietary or
confidential to a Party or its business, and (ii) any information that is disclosed by a Party to the other Party pursuant to or in
connection with this Agreement, including but not limited to any and all Business Plans executed between the Parties and the
information contained therein or disclosed thereto. Unless otherwise provided in writing to the receiving Party, “Confidential
Information” shall not refer to any promotional or marketing material relating to the Products and/or Services that is disclosed to
Party specifically for distribution or release to third-parties, including customers, vendors, or the public at large.
11.2. Except as provided by Section 11.4, the Parties shall, at all times during the term of this Agreement, and for a period of
five (5) years after its termination:

(a) keep all Confidential Information confidential and not disclose any Confidential Information to any third-party except to the
officers, employees, consultants, or agents of the receiving Party who have a need to know the Confidential Information and
who are otherwise under an obligation to keep such Confidential Information confidential; and

(b) not use any Confidential Information for any purpose other than for the performance of the obligations of the Party under
this Agreement.

Notwithstanding the foregoing, if any Confidential Information contains or is comprised of any trade secret (as defined under the
Uniform Trade Secrets Act), then the receiving Party shall not disclose, or permit to be disclosed, such Confidential Information
for a period of five (5) years or until such Confidential Information no longer contains or is comprised of a trade secret,
whichever is later.

11.3. The Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less
than the degree of care used by it in safeguarding its own Confidential Information. If a receiving Party makes copies of
Confidential Information, then such copies shall also constitute Confidential Information. Neither Party shall reverse engineer,
disassemble, or decompile any Confidential Information.

11.4. The Confidential Information disclosed by a Party shall remain confidential under the terms of this Agreement unless, and
then only to the extent that:

(a) It is established that the Confidential Information is in the public domain for reasons other than as a result of a breach of
his Agreement by the receiving Party; or

(b) The Confidential Information is supplied to the receiving Party by a third party as a matter of right and not in violation of
any confidential relationship or obligation with the disclosing Party; or

(c) The Confidential Information is in the possession of the receiving Party before the receipt from the disclosing Party, as
evidenced by written documents or records of the receiving Party; or

(d) The Confidential Information is required to be disclosed in a judicial or administrative proceeding pursuant to a court order
by a court of competent jurisdiction, or is otherwise requested or required to be disclosed by law or regulation; provided,
however , that the receiving Party shall promptly notify the disclosing Party of such disclosure, and, upon written request of
the disclosing Party, shall cooperate in all reasonable respects to contest or limit such disclosure or otherwise obtain a
protective order; or

(e) Disclosure of the Confidential Information by the receiving Party is authorized in writing by the disclosing Party.

11.5 Each receiving Party shall, upon termination or conclusion of this Agreement, or at any earlier time upon the request of the
disclosing Party, immediately return or destroy all Confidential Information received from the disclosing Party, and information
developed therefrom and copies thereof, and retain none for its files.

11.6 Each Party shall be completely responsible for maintaining the secrecy and confidentiality of the Confidential Information
conveyed to it by the other Party in accordance with the terms of this Agreement. Each Party shall be responsible in this regard
for the actions and activities of all of its officers, employees or agents working with or otherwise having access to the
Confidential Information received hereunder and shall take reasonable measures, including requiring the execution of
appropriate confidentiality agreements, to protect against unauthorized use or disclosure of Confidential Information belonging
to the other Party.

12. IP Rights/Trademarks

12.1. Except as expressly provided in this Agreement, Channel Partner shall not have any express or implied rights or license
under any patent, invention, trade secret, trademark, copyright, domain name, or other designations or know-how owned or held
by SIYARAM GRANITE. All intellectual property rights relating to the Products and Services, existing now or in the future,
including patents, copyrights, trademarks, and other know-how, shall be the property of SIYARAM GRANITE.
12.2. Channel Partner agrees that it will not contest the intellectual property rights of SIYARAM GRANITE, either directly or
indirectly through a third-party.

12.3. Channel Partner may not in its name obtain protection for or register trademarks, trade names or other designations of
SIYARAM GRANITE or such trademarks, trade names or other designations which are identical or similar to those of SIYARAM
GRANITE. Accordingly, Channel Partner is likewise not entitled to adopt and register the aforesaid intellectual property rights
and/or designations as part of its business name or domain name or in the commercial register, any other public register or any
other certification center. Channel Partner is prohibited from using the trademarks, trade names, symbols, advertising slogans,
or other designations belonging to SIYARAM GRANITE, except as otherwise provided in this Agreement or agreed to in writing
by SIYARAM GRANITE.
12.4. If Channel Partner becomes aware of any third party infringement of the intellectual property rights of SIYARAM
GRANITE, then Channel Partner shall inform SIYARAM GRANITE of such infringement immediately. Channel Partner shall
cooperate with SIYARAM GRANITE in relation to any such infringement and shall take all action reasonably requested by
SIYARAM GRANITE. If the infringement has not been caused directly or indirectly by the Channel Partner, then SIYARAM
GRANITE shall bear the costs of any action undertaken by Channel Partner requested by SIYARAM GRANITE.

13. Warranties; Indemnification

13.1 To the extent that Channel Partner resells the Products to its customers, Channel Partner may assign, without
modification, any warranties and representations relating to the Products given by SIYARAM GRANITE to Channel Partner, to
the extent that such warranties and representations are either set forth in the Commercial Terms or otherwise provided to
Channel Partner in a writing signed by SIYARAM GRANITE, to the customers of Channel Partner. However, Channel Partner
shall be solely responsible for any and all additional warranties or representations given by Channel Partner to its customers as
it relates to the Products and/or Services.

13.2 Channel Partner hereby agrees to defend, indemnify, and hold harmless SIYARAM GRANITE and its officers, managers,
members, employees, contractors, agents, affiliates, representatives, successors, and assigns (collectively, the "SIYARAM
GRANITE Agents") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses (paid, assumed or incurred) of whatever kind (including reasonable
attorney fees) asserted or made against the SIYARAM GRANITE Agents (collectively, the “Claims”) that may arise from or
relate to, directly or indirectly, in whole or in part: (i) the acts or omissions of Channel Partner or its officers, managers, owners,
employees, contractors, agents, affiliates, representatives, successors, and assigns, including but not limited to the selling of the
Products and/or Services by Channel Partner; (ii) any and all additional warranties or representations given by Channel Partner
to its customers relating to the Products and/or Services pursuant to Section 13.1; (iii) the relationship of Channel Partner with
its customers, vendors, or suppliers other than SIYARAM GRANITE; or (iv) any material breach of this Agreement by Channel
Partner. The obligations of Channel Partner under this Section to defend, indemnify, and hold harmless will apply regardless of
whether Claim arises in tort, negligence, contract, warranty, strict liability, statute, or otherwise.

14. Duration and Termination

14.1. The term of this Agreement shall begin as of the Effective Date (as defined herein) and shall remain in effect until the
end of the then-current calendar year, unless sooner terminated as provided pursuant to this Section 14. The term of this
Agreement shall then automatically renew for subsequent one-year terms (based on calendar years), unless a Party gives a
written notice of non-renewal to the other Party no less than thirty (30) days prior to the end of the then-current term. If a Party
properly gives a notice of non-renewal, then the Agreement shall naturally conclude at the end of the then-current term.

14.2. Notwithstanding Section 14.1, either Party may, upon written notice, immediately terminate this Agreement for Cause.
For the purposes of this Agreement, the term “Cause” shall refer to the following events:

(a) The other Party is in breach of this Agreement and such breach is not cured or substantially cured within thirty (30) days
after written notice of such breach; or

(b) The other Party becomes bankrupt or insolvent; has a receiver or liquidator appointed (other than for the purpose of
amalgamation or reconstruction); or ceases or threatens to cease to carry on its business.

Additionally, the term “Cause” shall also refer to the following as it relates to the right of SIYARAM GRANITE to terminate the
Agreement:

(c) There is a significant or material change in the operational management or ownership of Channel Partner;

(d) Channel Partner fails to timely pay invoices received from SIYARAM GRANITE for the Products and/or Services when
they become due, either in accordance with this Agreement or any other payment terms mutually agreed upon by
SIYARAM GRANITE in writing;
 (e) Channel Partner fails, as determined by SIYARAM GRANITE in its reasonable discretion, to remain technically-
qualified, competent, and/or certified with respect to the Products and/or Services; or

(f) Channel Partner engages in act(s), or is being investigated for engaging in act(s), that are likely to degrade the
reputation or goodwill of SIYARAM GRANITE and its Products or Services, as determined by SIYARAM GRANITE in its
reasonable discretion.

14.3. Any notice of non-renewal or termination must be given in writing to the other Party in order to be valid.

15. Consequences of Termination

15.1. Upon termination or conclusion of this Agreement and subject to the following provisions, Channel Partner shall pay
SIYARAM GRANITE for orders received and accepted by SIYARAM GRANITE prior to the effective date of such termination or
conclusion (“Accepted Orders ”), and SIYARAM GRANITE shall, upon receipt of such payment, deliver such Accepted Orders
in accordance with the terms of this Agreement.

15.2. If a notice of non-renewal is given pursuant to Section 14.1, then the following shall apply:

(a) SIYARAM GRANITE shall, until the conclusion of the Agreement, continue to fill Accepted Orders. All orders Channel
Partner submits to SIYARAM GRANITE after such notice of non-renewal is given must be in response to firm written
Product or Service orders submitted to Channel Partner by its customers. After a notice of non-renewal is given, SIYARAM
GRANITE will not accept Product orders that are intended to supplement the inventory of the Products held by Channel
Partner.

(b) Upon the conclusion of the Agreement, SIYARAM GRANITE shall pay to Channel Partner any Annual Rebate to which
it may otherwise be entitled pursuant to the terms and conditions of this Agreement. Such Annual Rebate, if applicable,
shall be paid in accordance with the provisions of Section 5 of this Agreement.

15.3. If a notice of termination is given for Cause by SIYARAM GRANITE, then the following shall apply:

(a) SIYARAM GRANITE shall be entitled to rescind individual contracts of sale for Products which were received and
accepted by SIYARAM GRANITE prior to termination for Cause and which have not yet been shipped.

(b) Upon such termination, Channel Partner shall not be entitled to any payment of an Annual Rebate to which it may
otherwise be entitled for the calendar year in which the termination took place, and Channel Partner forfeits its right to such
Annual Rebate.

15.4. Except as expressly set forth in this Agreement, Channel Partner shall not be entitled to any compensation,
indemnification, damages or other payment for reason of termination or conclusion of this Agreement.

16. No Assignments or Transfer of Rights

16.1. Each Party represents and warrants to the other Party that this Agreement has been duly executed and delivered, and
constitutes the legal, valid, and binding obligations of such Party enforceable against such Party in accordance with its terms.

16.2. Channel Partner shall not assign its rights and obligations under this Agreement to any third-party without the prior written
consent of SIYARAM GRANITE.

16.3. During the term of this Agreement, Channel Partner shall promptly notify SIYARAM GRANITE of any significant or
material change in the operational management or ownership of Channel Partner that may occur, including, without limitation,
any material change in the managers, directors, or owners of Channel Partner that arises as a result of new owners joining or
present owners leaving its company.
17. Applicable Law; Equitable Relief

17.1. This Agreement shall be governed by the substantive internal laws of the State of Delaware without reference to or
application of its choice of law or conflict of law rules or principles. The United Nations Convention on Contracts for the
International Sale of Goods (“CISG”) shall not apply to this Agreement.

17.2. Each Party agrees that a material breach by the other Party of this Agreement may cause the non-breaching Party
irreparable injury for which it would have no adequate remedy at law, and that such non-breaching Party shall be entitled to
specific performance or preliminary or other injunctive relief in addition to any and all remedies the non-breaching Party may
otherwise be entitled to at law, in equity, or pursuant to this Agreement.

18. Notices and Service

18.1 Any notice or other documents to be given under this Agreement shall be in writing and delivered either (i) electronically,
(ii) in person, postmarked, stamped and sent by certified mail, postage prepaid, or (iii) sent and delivered by common overnight
courier, to the Party concerned at the address or electronic address as one Party may from time to time designate to the other
Party.

19. Miscellaneous

19.1. Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of and does not rely on any
representation, warranty or other provision except as expressly provided in this Agreement.

19.2. Insofar as is necessary for the handling of SIYARAM GRANITE business, SIYARAM GRANITE is entitled to store and
process the data of Channel Partner in electronic form to the extent permitted by data protection laws; provided, however, that
SIYARAM GRANITE shall be subject to the confidentiality provisions of this Agreement.

19.3. The obligations of the Parties (as applicable) under Sections 11, 13.2, and 15 shall survive the conclusion or termination of
this Agreement.

19.4. Each Party agrees to comply promptly and fully with every federal, state, local, and municipal law, rule, regulation, order,
code, and ordinance which directly or indirectly regulates or affects such Party as it relates to this Agreement and which are to
be complied with by such Party.

19.5. This Agreement is intended for the exclusive benefit of the Parties to this Agreement. Nothing contained in this Agreement
shall be construed as creating any rights or benefits in or to any third-party.

19.6. No Party shall be deemed to be in violation of this Agreement if prevented from performing any obligations hereunder by
reason of acts of God or other acts of war, flood, storm, strikes, terrorism, epidemics, and the like beyond the control of such
Party, nor shall a Party be required to act in violation of law or regulation.

19.7. This Agreement contains the entire agreement between the Parties with respect to its subject matter, and supersedes and
cancels all prior agreements between them whether oral, written or implied.

19.8. No amendment or addition to this Agreement shall be binding on the Parties unless it is in writing and is signed on behalf
of each of the Parties by their duly authorized representatives.

19.9. If any provision of this Agreement, or any part of any provision, is held to be invalid or unenforceable, that provision is
deemed to be amended to apply to the extent enforceable and the balance of the Agreement shall be valid and binding.

19.10. No failure of either Party to enforce any provision of this Agreement shall be construed as waiver of such provision or of a
right of such Party thereafter to enforce same. Any waiver by either Party of a breach of any provision of this Agreement shall
not be considered as a waiver of any subsequent breach of the same or any other provision of it.

19.11. Except where expressly so provided, nothing in this Agreement shall create, or be deemed to create, a joint venture,
franchise, partnership or the relationship of principal and agent or employer and employee between the Parties.

19.12. The headings in this Agreement are for convenience only and shall not affect its interpretation.
19.13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of
which, when taken together, shall constitute one and the same document.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties on 2019/10/17 (the “Effective Date”).

SIYARAM GRANITE CHANNEL PARTNER

Name: CP

By: _____________________________________ By: _____________________________________

Print Name: ______________________________ Print Name: ______________________________

Title: ____________________________________ Title: ____________________________________

Schedules:

Schedule 1 – Partner Benefits & Classifications