Common use of Representations and Warranties and Covenants Clause in Contracts

Representations and Warranties and Covenants. (a) Representations and Warranties of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that: (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of them. (v) This Agreement is a valid and binding obligation of each of them and is enforceable in accordance with its terms against each of them, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent of any governmental authority is required to be obtained on the part of any of them in connection with or resulting from the execution or performance of this Agreement. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. 9.1 Each of the Company and each of the Promoter Selling Shareholders, jointly and severally, represent, warrant, covenant and undertake to the Managers, as on the date hereof and at all times until the commencement of trading of the Equity Shares on the Stock Exchanges, the following: (a) Representations This Agreement has been duly authorized, executed and Warranties delivered by the Company. This Agreement is valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of CCIits obligations under, SGIC and SGI Holding. CCIthis Agreement shall not conflict with, SGIC and SGI Holding jointly and severally represent and warrant that: (i) Neither the Software as supplied hereunderresult in a breach or violation of, nor its normal use for its intended purpose in combination with hardware or other softwareimposition of any pre-emptive right, will infringe lien, mortgage, charge, pledge, security interest, defects, claim, trust or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; andencumbrance or transfer restriction, subject to the recordation both present and future and includes any warrant, option, restriction, obligation or commitment, including in respect of assignments transfer or ownership or title, whether contained in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws constitutional documents of the Yukon Territory of Canada, entity or in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument binding on it (“Encumbrances”) on any property or assets of the Company Entities, contravene any provision of Applicable Law or the constitutional documents of the Company Entities or any agreement or other instrument binding on any of the Company or to which any of them the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is a party required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating shall be obtained prior to the creation or existence completion of any of them or any of their Affiliatesthe Offer. (ivb) The executionNo mortgage, delivery and performance of this Agreement and charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on Escrow Accounts, the part of each of themPublic Offer Account, Refund Account or the monies deposited therein. (vc) The Company shall not have recourse to any proceeds of the Fresh Issue, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. 9.2 Each of the Promoter Selling Shareholders represent, warrant, covenant and undertake to the Managers, as of the date hereof and at all times until the commencement of trading of the Equity Shares on the Stock Exchanges, the following: (a) This Agreement is has been duly authorized, executed and delivered by the Promoter Selling Shareholders and are and will be a valid and legally binding obligation of each of them and is instrument, enforceable against such Promoter Selling Shareholders in accordance with its terms against each terms, and the execution and delivery by such Promoter Selling Shareholder, and the performance by such Promoter Selling Shareholder of them, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to their obligation under this Agreement and shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of such Promoter Selling Shareholder, contravene any provision of Applicable Law or any agreement or other instrument binding on such Promoter Selling Shareholder or to which any of the assets or properties of such Promoter Selling Shareholder are subject, and no consent of consent, approval, authorization or order of, or qualification with, any governmental authority Governmental Authority is required to be obtained on for the part performance by such Promoter Selling Shareholder of any of them in connection with or resulting from the execution or performance of this Agreement. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in obligations under this Agreement, and if any except such obligation as have been obtained or liability exists, it shall be obtained prior to the sole obligation completion of such party or its Affiliatethe Offer; (b) Subject to the applicable provisions of the Agreement, the Promoter Selling Shareholders shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals are received from the Stock Exchanges. (viii) None 9.3 Each of the statementsPromoter Group Selling Shareholders represent, representations or warranties made by any warrant, covenant and undertake to the Managers, as of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement the date hereof and at all times until the commencement of any material fact or omits to state any material fact necessary to be stated in order to make trading of the statementsEquity Shares on the Stock Exchanges, representations or warranties contained herein or therein not materially misleading.the following:

Representations and Warranties and Covenants. (a) Representations 8.1. The Company hereby warrants, undertakes and Warranties covenants as of CCIthe date hereof, SGIC and SGI Holding. CCIas of the dates of each of the Red Xxxxxxx Prospectus, SGIC the Bid/Offer Opening Date, the Bid/Offer Closing Date, the Prospectus, Allotment, and SGI Holding jointly the date of commencement of listing and severally represent and warrant trading of the Equity Shares of the Company on the Stock Exchanges that: (ia) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have This Agreement has been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed duly authorized, executed and delivered by the Company, and is, and will be, a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive rights, liens, security interests, claims, defects, mortgages, charges, pledges, trusts or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) on any property or assets of the Company Entities pursuant to or under (i) any provision of Applicable Laws; (ii) the constitutional documents of the Company Entities; (iii) any agreement or other instrument binding on the Company Entities or to which its respective assets or properties are subject. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for recordation within fifteen the performance by the Company Entities of its obligations under this Agreement, or Other Agreement, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing of the Equity Shares on the Stock Exchanges. (15b) days after No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. (c) The Company undertakes and agrees that it shall not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. 8.2. The Promoter Selling Shareholders hereby represent, warrant, undertake and covenant as of the date hereof, and as of the dates of each of the Red Xxxxxxx Prospectus, the Bid/Offer Opening Date, the Bid/Offer Closing Date, the Prospectus, Allotment, and the date of commencement of listing and trading of the Equity Shares of the Company on the Stock Exchanges, that: (a) This Agreement to which the Promoter Selling Shareholders are party has been and will be duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them. The execution and delivery by them of, and the performance by them of their obligations (if any) under this Agreement do not and will not contravene, violate or result in a breach or default under (i) any provision of Applicable Laws; or (ii) any judgment, order or decree of any governmental or regulatory body, administrative agency, arbitrator or court or other authority having jurisdiction over them. No consent, approval, authorization of, any governmental body or agency is required for the performance by them of their respective obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and (b) Subject to Clause 3.2.3.2, the Promoter Selling Shareholders undertake and agree that they shall not access the money raised in the Offer, until receipt of the final listing and trading approvals from the Stock Exchanges. 8.3. Each of the Investor Selling Shareholders hereby severally and not jointly represents, warrants, undertakes and covenants as of the date hereof, and as of the dates of each of the Red Xxxxxxx Prospectus, the Bid/Offer Opening Date, the Bid/Offer Closing Date, the Prospectus, Allotment, and the date of commencement of listing and trading of the Equity Shares of the Company on the Stock Exchanges, that: (a) This Agreement has been and will be duly authorized, executed and delivered by it and consequently is and will be is a valid and legally binding instrument, enforceable against it in accordance with its terms. The execution and delivery by it of, and the performance by it of its obligations under, this Agreement does not and will not contravene or violate or may result in breach or violation of any provision of Applicable Laws; and (b) Subject to Clause 3.2.3.2, the Investor Selling Shareholders undertake and agree that they shall not access the money raised in the Offer, until receipt of the final listing and trading approvals from the Stock Exchanges. The Selling Shareholders, severally and not jointly, acknowledge and undertake that they shall pay, upon becoming due, any stamp, registration or income tax, payable on or in connection with their respective portion of Offered Shares, pursuant to the Offer. The BRLMs shall not be liable in any manner whatsoever for any such stamp, registration or other taxes and duties payable in connection with the Offered Shares. Each of the Selling Shareholders further agrees to retain an amount equivalent to the STT payable by them in respect of the respective portion of Offered Shares as per Applicable Laws in the Public Offer Account and authorizes the BRLMs to instruct the Public Offer Account Bank to remit such amounts at the instruction of the BRLMs for payment of STT in the manner to be set out in the Offer Documents and this Agreement. Each of the Selling Shareholders shall extend cooperation and assistance to the BRLMs as may be reasonably requested by the BRLMs in order to make independent submissions for the BRLMs, or their Affiliates, in any investigation, proceeding, demand, claim, litigation or arbitration by any Governmental Authority initiated against the BRLMs in relation to payment of STT in relation to the Offer, in so far as it relates to their respective portion of the Offered Shares. Such securities transaction tax shall be deducted based on an opinion issued by a chartered accountant (with valid peer review) appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of securities transaction tax to be paid. 8.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties, from the date of this Agreement), CCI has good and marketable title to all Software free and clear Agreement until the commencement of any liens or encumbrances.trading of the Equity Shares on the Stock Exchanges that: (iia) Each of them is This Agreement constitutes a corporation duly organized valid, legal and validly existing under binding obligation on their respective parts enforceable against the laws of the Yukon Territory of Canadarespective parties, in accordance with the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding.terms hereof; (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (ivb) The execution, delivery and performance of this Agreement and the transactions contemplated hereby assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 8.5. Each of the Sponsor Bank specifically represents, warrants, undertakes and covenants to the other Parties, from the date of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges that: (a) it has been granted a UPI certification as specified in the November 2018 Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (b) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular and other Applicable Laws, with the Stock Exchanges and the Registrar and transfer agents; (c) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor bank, as per the format specified in the UPI Circulars and that there have been duly and validly authorized by all requisite corporate action on no adverse occurrences that affect such confirmation to the part of each of them.November 2018 Circular; and (ve) This Agreement it is compliant with Applicable Laws and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a valid and binding obligation of each of them and is enforceable sponsor bank, in accordance with its terms against this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws. 8.6. Each of the Bankers to the Offer represents, warrants, undertakes and covenants for itself to the BRLMs, the Company and the Selling Shareholders, from the date of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges, that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws. Further, each of them, subject the Bankers to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium Offer confirms that no disciplinary or other similar laws now proceedings have been commenced against it by SEBI or hereafter in effect relating to any other regulatory authority or affecting governmental authority which will affect the rights performance of creditors generally. (vi) No consent of any person not a party to its obligations under this Agreement and no consent of that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or governmental authority is such that such debarment or suspension will affect the performance of its obligations under this Agreement. Further, all consents, approvals and authorizations (if any) required to be obtained on by it for the part execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of them the Stock Exchanges, code of conduct stipulated in connection with or resulting from the execution or performance Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. (vii) None 8.7. The Escrow Collection Bank confirms that it shall identify the branches for collection of them nor any of their Affiliates has incurred any obligation or liabilityapplication monies, contingent or otherwise, for brokers' or finder's fees in respect conformity with the guidelines issued by SEBI from time to time. 8.8. Each of the matters provided for in Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represent and warrant, to the BRLMs, the Company and the Selling Shareholders that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Account Bank, Refund Bank or Sponsor Bank, as the case may be and discharge their respective duties and obligations under this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None 8.9. Each of the statementsMembers of the Syndicate, representations or warranties made by any severally and not jointly, represents, warrants, undertakes and covenants to each other and to the Company and the Selling Shareholders on the date of them in this Agreement or in any exhibit or certificate delivered pursuant to and until the commencement of trading of the Equity Shares on the Stock Exchanges that this Agreement contains any untrue statement has been duly authorised, executed and delivered by it and constitutes a valid and legally binding obligation on such member of any material fact or omits to state any material fact necessary to be stated the Syndicate enforceable against itself it in order to make accordance with the statements, representations or warranties contained herein or therein not materially misleadingterms hereof.

Representations and Warranties and Covenants. In order to induce the Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Agent and the Lenders that, as of the Effective Date, the following statements are true and correct: (a) Representations all representations and Warranties of CCI, SGIC warranties contained herein and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that: (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office Credit Agreement as amended by this Amendment and the other Loan Documents are true and correct in all material respects (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canadaor, in the case of CCIany such representation or warranty already qualified as to materiality, in all respects) as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date); (b) the execution and delivery of this Amendment by each Borrower, the laws performance by each Borrower of its obligations under this Amendment and the Amended Credit Agreement (i) have been duly authorized by all requisite action, corporate or otherwise, of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the State terms, conditions or provisions of Nevadaany applicable statute, in the case of SGIClaw, rule, regulation or ordinance or any Borrowers’ organizational documents or the laws Indenture or any judgment or order of Bermuda as an exempted companyany court or governmental department, in the case of SGI Holding. commission, board, bureau, agency or instrumentality, domestic or foreign, and (iii) Each will not result in the creation or imposition of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each any lien, charge or encumbrance of them has any nature whatsoever upon any of the legal power and right property or assets of any Borrower under the laws terms or provisions of any such agreement or instrument, except liens in favor of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of Agent or liens created by the transactions contemplated by this Agreement will neither violate nor be in conflict with: Amendment; (Ac) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or this Amendment has been duly executed by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating each Borrower and delivered to the creation or existence of any of them or any of their Affiliates. (iv) The execution, delivery Agent and performance of this Agreement Amendment and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on Amended Credit Agreement constitute the part of each of them. (v) This Agreement is a legal, valid and binding obligation obligations of each of them and is Borrower, enforceable in accordance with its terms against each of themtheir terms, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or hereafter in effect relating to or affecting the rights of creditors generally.at law; (vid) No consent no consent, approval or authorization of or designation, declaration or filing with any person not a party to this Agreement and no consent of Governmental Authority or any governmental authority is required to be obtained other Person on the part of any of them Borrower is required in connection with or resulting from the execution and delivery of this Amendment or performance by such Borrower of this Amendment or the Amended Credit Agreement.; (viie) None no Event of them nor any Default and no event which, after notice or lapse of their Affiliates time or both, would become an Event of Default, has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect occurred and is continuing under the Credit Agreement; and (f) Schedule I sets forth the Accreted Loan Value of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None Loans as of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleadingdate hereof.

Representations and Warranties and Covenants. 8.1 The Bank, hereby represents, warrants, undertakes and covenants to the other Parties, on the date hereof and as of the date hereof and dates of each of the Red Xxxxxxx Prospectus, the Prospectus and Allotment, the following: (a) Representations This Agreement has been duly authorized, executed and Warranties delivered by the Bank. This Agreement is a valid and legally binding instrument, enforceable against the Bank, in accordance with its terms, and the execution and delivery by the Bank of, and the performance by the Bank of CCIits obligations under, SGIC this Agreement shall not conflict with, result in a breach or violation of, Applicable Law or any provision of the Memorandum or Articles of Association of the Bank or terms of any agreement, contract, obligation, condition, covenant or other instrument (including, without limitation, any agreement to obtain any type of financing or any other loan document) to which any of the assets or properties of the Bank are subject; (b) The Bank shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance over the Escrow Accounts, the Public Issue Account, Refund Account or the monies deposited therein. (c) The Bank shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and SGI Holding. CCItrading approvals from the Stock Exchanges have been obtained by the Bank. 8.2 The Registrar, SGIC Escrow Collection Bank / the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and SGI Holding jointly covenant (severally and severally represent not jointly) to the other Parties, as of the date hereof and warrant until date of listing and commencement of trading of Equity Shares that: (ia) Neither This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the Software as supplied hereunderrespective parties, nor its normal use for its intended purpose in combination accordance with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances.terms hereof; (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (ivb) The execution, delivery and performance of this Agreement and the transactions contemplated hereby assignment does not violate, or constitute a breach of, (a) any respective Applicable Law, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Issue; and (c) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, Refund Account or the monies deposited therein. 8.3 Each of the Sponsor Banks specifically represents, warrants, undertakes and covenants for itself to the other Parties, until the date of listing and commencement of trading of Equity Shares that: (a) they have been duly granted a UPI certification as specified in the UPI Circulars and validly authorized by all requisite corporate action other Applicable Law with NPCI and such certification is valid as on date and it is in compliance with the part terms and conditions of each of them.such certification; (vb) This Agreement is they have conducted a valid mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the UPI Circulars and binding obligation other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents; (c) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of each its name in the SEBI’s list of them sponsor banks, as per the format specified in the UPI Circulars; and (d) they are compliant with Applicable Law and is enforceable has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with its terms against this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and Applicable Law. 8.4 Each of the Bankers to the Issue represents, warrants, undertakes and covenants for itself to the BRLMs, and the Bank, until the date of listing and commencement of trading of Equity Shares, that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Issue in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Issue, will be valid and in existence and that the Escrow Collection Bank / the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities shall and, until completion of the Issue, will be entitled to carry on business as Banker to the Issue under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each of them, the Bankers to the Issue confirms that it has not violated any of the conditions subject to which such registration has been granted and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium no disciplinary or other similar laws now proceedings have been commenced against it by SEBI or hereafter in effect relating to or affecting any Governmental Authority which will affect the rights performance of creditors generally. (vi) No consent of any person not a party to its obligations under this Agreement and no consent that it is not debarred or suspended from carrying on any activities by SEBI or any Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. Each of the Bankers to the Issue shall abide by the SEBI ICDR Regulations, any governmental authority is required rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to be obtained on an Issue) Regulations, 1994, as amended, and the part of any of them in connection with or resulting from the execution or performance terms and conditions of this Agreement. (vii) None 8.5 The Escrow Collection Bank confirms that it shall identify the branches for collection of them nor any of their Affiliates has incurred any obligation or liabilityapplication monies, contingent or otherwise, for brokers' or finder's fees in respect conformity with the guidelines issued by SEBI from time to time. 8.6 Each of the matters provided for in Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks further represent and warrant, to the BRLMs, and the Bank that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Issue Account Bank, Refund Bank or Sponsor Banks, as the case may be and discharge their respective duties and obligations under this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. 8.7 The Escrow Collection Bank/ Public Issue Account Bank/ Refund Bank/ Sponsor Banks and the Registrar shall extend all co-operation and support to the BRLMs in identifying the Relevant Intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding four Working Days from the Bid/Issue Closing Date 8.8 Each of BRLMs severally represents, warrants, undertakes and covenants severally (viiiand not jointly) None of to each other and to the statements, representations or warranties made by any of them in Bank that: (a) this Agreement or constitutes a valid, legal and binding obligation on their part in any exhibit or certificate delivered pursuant to accordance with Applicable Law; and (b) the execution, delivery and performance of this Agreement contains and any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleadingother document related thereto by such BRLM has been duly authorized.

Representations and Warranties and Covenants. (a) Representations 8.1 The Company hereby represents, warrants, undertakes and Warranties covenants as of CCIthe date hereof and as on the dates of the Preliminary Offering Memorandum, SGIC the RHP, the Offering Memorandum and SGI Holding. CCIthe Prospectus and Listing and until the commencement of trading of the Equity Shares, SGIC and SGI Holding jointly and severally represent and warrant that: (ia) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have this Agreement has been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after duly authorized, executed and delivered by the date Company and is a valid and legally binding instrument, enforceable against the Company in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement)Agreement shall not conflict with, CCI has good and marketable title to all Software free and clear result in a breach or violation of, or imposition of any liens pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or encumbrances. any other encumbrance or transfer restriction, both present and future (ii“Encumbrances”) Each of them is a corporation duly organized and validly existing under the laws on any property or assets of the Yukon Territory of CanadaCompany, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) contravene any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, Applicable Law or the Memorandum constitutional documents of Association the Company or Bye-Laws of SGI Holding; (B) any agreement or other instrument binding on the Company or to which any of them the assets or properties of the Company are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No Encumbrances shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; and (c) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. (d) The Company has complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto. 8.2 Each of the Promoter Selling Shareholders hereby, jointly and severally, represent, warrant, undertake and covenant the following, with respect to itself and its respective portion of the Offered Shares, as applicable, as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing, and until the commencement of trading of the Equity Shares (and not with respect to or on behalf of any other Party or entity) that: (a) this Agreement has been and will be duly authorized, executed and delivered by the Company and is a party valid and legally binding instrument, enforceable against the Company in accordance with its terms, and the execution and delivery by it, and the performance by it of its obligations under this Agreement shall not conflict with, result in a breach or by violation of, or imposition of any Encumbrances on his property or assets, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of them the assets or properties are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No Encumbrances shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; (c) Subject to Applicable Law, the Promoter Selling Shareholders shall not have recourse to any proceeds of the Offer including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company. 8.3 The Other Selling Shareholder hereby represents, warrants, undertakes and covenants with respect to himself and his respective portion of the Offered Shares, as applicable, as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing, and until the commencement of trading of the Equity Shares (and not with respect to or on behalf of any other Party or entity) that: (a) this Agreement has been and will be duly authorized, executed and delivered by him and is a valid and legally binding instrument, enforceable against him in accordance with its terms, and the execution and delivery by him, and the performance by him of its obligations under this Agreement shall not conflict with, result in a breach or violation of any provision of Applicable Law or any agreement or other instrument binding on him, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by him of their Affiliates his obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No Encumbrances shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; (c) Subject to Applicable Law, the Other Selling Shareholder shall not have recourse to any proceeds of the Offer including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company. 8.4 Each of the Selling Shareholders acknowledges and agrees that payment of STT, as applicable, in relation to the Offer for Sale of its respective portion of the Offered Shares is its obligation, and any deposit of such tax by the BRLMs (directly from the Public Offer Account after transfer of funds from the Anchor Escrow Account and the ASBA Accounts to the Public Offer Account and upon receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in this Agreement) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax. Accordingly, each of the Selling Shareholders, severally and not jointly, agrees and undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against any of the BRLMs relating to payment of STT in relation to the Offer, it shall furnish all necessary reports, documents, papers or information as may be required or reasonably requested by the BRLMs to provide independent submissions for themselves, or their respective assets are bound; (CAffiliates, in any litigation or arbitration proceeding and/or investigation by any regulatory or supervisory authority and defray any costs and expenses that may be incurred by the BRLMs in this regard. Such STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) appointed by Company and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Each Selling Shareholder hereby agrees that the BRLMs shall not be liable in any judgment, order, ruling or decrees applicable manner whatsoever to any of them the Selling Shareholders for any failure or delay in the payment of the whole or any part of their Affiliates any amount due as a party STT in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating relation to the creation or existence of any of them or any of their AffiliatesOffer. 8.5 The Registrar, Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (ivseverally and not jointly) to each other and to the Company, each of the Selling Shareholders and BRLMs as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have any other document related hereto has been duly authorized and validly authorized does not and will not contravene or constitute a breach of: (a) any Applicable Law, (b) the organizational documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by all requisite corporate action the Company of its obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No Encumbrances shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein. 8.6 Each of the Sponsor Banks specifically represent, warrant, undertake and covenant for itself to the BRLMs, the Company and each of the Selling Shareholders as on the part date hereof and as on the dates of each of them.the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing that: (va) This Agreement it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (b) it has conducted a valid mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular and binding obligation of each of them other Applicable Law, with the Stock Exchange and is enforceable the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with its terms against each their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of themdischarging obligations similar to the ones contemplated herein; (iii) are free of any viruses, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now undocumented software or hereafter hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Banks; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in effect relating the SEBI’s list of Sponsor Bank, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to or affecting the rights of creditors generallySEBI; and (e) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the November 2018 Circular and Applicable Law. 8.7 Each of the Bankers to the Offer represent, warrant, undertake and covenant for itself to the BRLMs, the Company and each of the Selling Shareholders as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (viBankers to an Issue) No consent Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each of the Bankers to the Offer confirm that it has not violated any person not a party of the conditions subject to which such registration has been granted. Further, no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and no consent that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any governmental authority is required rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to be obtained on an Issue) Regulations, 1994, as amended, and the part of any of them in connection with or resulting from the execution or performance terms and conditions of this Agreement. (vii) 8.8 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.9 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks further represents and warrants, on behalf of itself and its Correspondent Banks, to the BRLMs, the Company and each of the Selling Shareholders that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, the Public Offer Account Bank, Refund Bank or Sponsor Banks as the case may be, and discharge its duties and obligations under this Agreement. 8.10 None of them the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their Affiliates has incurred respective directors, officers, employees, agents, or representatives, or any obligation other person associated with or liabilityacting on behalf of any of the foregoing has, contingent directly or otherwiseindirectly, for brokers' taken or finder's fees failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None registration of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.Equity Shares under the

Representations and Warranties and Covenants. (a) Representations 8.1 The Company hereby represents, warrants and Warranties covenants to the other Parties, as of CCIthe date hereof and as of the date of the Red Xxxxxxx Prospectus, SGIC the Prospectus, Allotment of Equity Shares in the Offer and SGI Holding. CCIuntil the commencement of listing and trading of the Equity Shares on the Stock Exchanges, SGIC and SGI Holding jointly and severally represent and warrant thatthe following: (i) Neither The Company has the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal corporate power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding instrument, enforceable against the Company in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, does not and will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law or the constitutional documents of the Company, or any agreements or result in the imposition of any pre-emptive or similar rights, liens, mortgages, charges, pledges, trusts or any other encumbrance by whatever name called or transfer restrictions, both present and future on any property or assets of the Company and its Subsidiaries or any Equity Shares, or other securities of the Company), and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (iii) no mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iv) the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.2 The Promoter Selling Shareholder hereby represents, warrants and covenants to the other Parties, as of the date hereof and as of the date of the Red Xxxxxxx Prospectus, the Prospectus, Allotment of Equity Shares in the Offer and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, the following: (i) the Promoter Selling Shareholder has the corporate power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding obligation on it, enforceable against it in accordance with its terms and performance of its obligations under this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) not contravene any provision of the Articles of Continuation Applicable Law or Bylaws of CCI, the Articles of Incorporation its constitutional documents or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any other agreement or instrument to which any of them it is a party or by bound, or to which any of them its property or assets are subject; (iii) no mortgage, charge, pledge, lien, trust or any of their Affiliates or any of their respective assets are bound; (C) any judgmentother security, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any lawother encumbrance shall be created or exist over the Escrow Accounts, rule the Public Offer Account, the Refund Account or regulation applicable to any of them or any of their Affiliatesthe monies deposited therein; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates.and (iv) it shall not access or have recourse to its respective proceeds of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges. 8.3 The Bankers to the Offer, and the Registrar represent and warrant, as of the date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment and up to listing of the Equity Shares on the Stock Exchanges, the following, and undertake and covenant severally (and not jointly) to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and the transactions contemplated hereby have any other document related thereto has been duly authorized and validly authorized by all requisite corporate action does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on the part such Party or any of each of them.its assets; and (viii) This Agreement is a valid and binding obligation of each of them and is enforceable in accordance with its terms against each of themno mortgage, subject to and limited by the effect of applicable bankruptcycharge, insolvencypledge, fraudulent transfer lien, trust, or conveyance, reorganization, receivership, moratorium any other security interest or other similar laws now encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Offer Account or hereafter the monies deposited therein, other than as specified in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent of any governmental authority is required to be obtained on the part of any of them in connection with or resulting from the execution or performance of this Agreement. (vii) None of them nor any of their Affiliates has incurred any obligation or liability8.4 The Sponsor Banks specifically represents, contingent or otherwisewarrants, undertakes and covenants for brokers' or finder's fees in respect itself to the Book Running Lead Managers, the Company and the Promoter Selling Shareholder, as of the matters provided date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment and up to listing of the Equity Shares on the Stock Exchanges, the following: (a) they have been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and they are in compliance with the terms and conditions of such certification; (b) they have conducted a mock trial run of the systems necessary to undertake their obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to SEBI about their readiness to act as a sponsor bank and for inclusion of its name in SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and other Applicable Law and that there has been no adverse occurrences that affect such confirmation to SEBI; and (e) they are compliant with Applicable Law and have in place all necessary infrastructure in order for them to undertake their obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and if other Applicable Laws. 8.5 Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks severally represents, warrants, undertakes and covenants to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment and up to listing of the Equity Shares on the Stock Exchanges, that it is a scheduled bank as defined under the Companies Act, 2013 and the SEBI has granted it a certificate of registration to act as bankers to the offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 (“BTI Regulations”) and such certificate is, and until completion of the Offer, will be, valid and in existence, and that it is, and until completion of the Offer, will be, entitled to carry on business as Bankers to the Offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI and that it is not debarred or suspended from carrying on such obligation or liability exists, activities by the SEBI and that it shall be abide by the sole obligation SEBI ICDR Regulations, the stock exchange regulations, code of such party or conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its Affiliatebranches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. (viii) None 8.6 Each of the statementsEscrow Collection Bank, representations or warranties made the Refund Bank, the Public Offer Account Bank and the Sponsor Banks hereby represents as of the date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment and up to listing of the Equity Shares on the Stock Exchanges, that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks, as applicable, and discharge its duties and obligations under this Agreement. 8.7 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by any of them in this Agreement or in any exhibit or certificate delivered pursuant SEBI from time to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleadingtime.

Representations and Warranties and Covenants. (a) Representations 8.1 The Company hereby represents, warrants, undertakes and Warranties of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant covenants that: (ia) Neither the Software as supplied hereunderthis Agreement has been duly authorized, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after delivered by the date of this Agreement)Company, CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized valid and validly existing under legally binding instrument, enforceable against the laws of the Yukon Territory of CanadaCompany, in accordance with its terms, and the case execution and delivery by the Company of, and the performance by the Company of CCIits obligations under this Agreement does not conflict with, the laws of the State of Nevada, result in the case of SGICa breach or violation of, or the laws of Bermuda as an exempted company, in the case of SGI Holding. contravene (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (Ai) any provision of Applicable Laws; or (ii) the Articles constitutional documents of Continuation the Company or Bylaws any of CCI, the Articles of Incorporation its Subsidiaries; or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; and (Biii) any agreement indenture, mortgage, deed of trust, loan or credit arrangement, note or instrument to which the Company or any of them its Subsidiaries is a party or by which any of them it or any of their Affiliates its Subsidiaries may be bound, or to which any of its or its Subsidiaries property or assets is subject (or result in the imposition of Encumbrance on any property or assets of the Company or any of its Subsidiaries, or any Equity Shares or other securities of the Company); or (iv) any notice or communication, written or otherwise, issued by any third party to the Company or any of its Subsidiaries with respect to any indenture, loan, credit arrangement or any other agreement to which it is a party or bound by. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company of its obligations under this Agreement except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No mortgage, charge, pledge, lien, or any other security, interest or other encumbrance shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; and (c) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained and necessary payments have been made/arrangements have been made in respect of the withholding tax as per applicable laws], wherever applicable. It shall pay stamp duty on the issue of Equity Shares in the Fresh Issue, and the stamp duty shall be payable at the place where its registered office of the Company is located, i.e., Parwanoo, Himachal Pradesh. (d) neither of the Company , nor any of its associates, Affiliates, or joint ventures, nor any of their respective directors, partners, officers, relatives or employees nor, to the knowledge of the Party, any persons acting on any of their behalf: a. is a Restricted Party; or b. has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority. (e) The Company shall not, and shall not permit or authorize any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any sales or other transaction(s) contemplated by this Agreement to fund any trade, business or other activities: (i) involving or for the benefit of any Restricted Party, or (ii) in any other manner that would reasonably be expected to result in the Borrowers being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party. 8.2 The Selling Shareholder hereby represent, warrant, undertake and covenant that: (a) This Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms. The execution, delivery and the performance, by it of its obligations under, this Agreement do not and will not contravene or violate or may result in breach or violation of any provision of Applicable Law, or trust deed or any agreement, indenture, mortgage, deed of trust, loan or credit arrangement, note or instrument to which it is a party or by which it may be bound, or to which any of its property or assets is subject or imposition of any Encumbrance on any of its properties or assets or any notice or communication, written or otherwise, issued by any third party to it with respect to any indenture, loan, credit arrangement or any other agreement to which it is a party or bound by. No consent, approval, authorization of, any Governmental Authority is required for the performance by it of its respective obligations under this Agreement that it may enter into in connection with the Offer, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; (c) Subject to Clause 3.2.4.2, the Selling Shareholder shall not have recourse to any proceeds of the Offer including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company and necessary payments have been made/arrangements have been made in respect of the withholding tax as per applicable laws, wherever applicable. They shall pay stamp duty on the transfer of its portion of the Offered Shares in the Offer, and the stamp duty shall be payable at the place where its registered office of the Company is located, i.e., Vadodara, Gujarat or NSDL/CDSL as may be applicable. (d) The Offered Shares proposed to be transferred by the Selling Shareholder pursuant to the Offer are bound; validly acquired and free and clear from any encumbrances; (Ce) The Selling Shareholder undertakes to ensure that all representations, warranties, undertakings and covenants made by them in this Agreement shall continue to be true and correct as on the dates of filing of the RHP and the Prospectus. 8.3 Each of the Selling Shareholder acknowledge and agree that payment of STT and withholding tax, wherever applicable, in relation to the Offer is its obligation, and any judgmentdeposit of such tax by the BRLM (directly from the Public Offer Account after transfer of funds from the Anchor Escrow Account and the ASBA Accounts to the Public Offer Account and upon receipt of final listing and trading approvals from the Stock Exchanges, orderin the manner to be set out in the Offer Documents as well as in this Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLM shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax. Accordingly, ruling the Company and each of the Selling Shareholder agree and undertakes that in the event of any future proceeding or decrees applicable litigation by the Indian revenue authorities against any of the BRLM relating to payment of securities transaction tax in relation to the Offer, it shall furnish all necessary reports, documents, papers or information as may be reasonably required or requested by the BRLM to provide independent submissions for themselves, or their respective Affiliates, in any litigation or arbitration proceeding and/or investigation by any regulatory or supervisory authority and defray any costs and expenses that may be incurred by the BRLM in this regard. Such STT shall be deducted based on reports issued by chartered accountant(s) appointed by the Company on behalf of the Selling Shareholder, as applicable, and provided to the BRLM and the BRLM shall have no liability towards determination of the quantum of STT to be paid. Each Selling Shareholder hereby agrees that the BRLM shall not be liable in any manner whatsoever to any of them the Selling Shareholder for any failure or delay in the payment of the whole or any part of their Affiliates any amount due as a party in interest STT or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating taxes in relation to the creation or existence of any of them or any of their AffiliatesOffer. 8.4 The Registrar, Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities, represent, warrant, undertake and covenant that: (iva) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have Assignment does not and will not contravene or constitute a breach of: (a) any Applicable Laws, (b) the organizational documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by the Company of its obligations under this Agreement, except as has been duly and validly authorized by all requisite corporate action on obtained or shall be obtained prior to completion of the part of each of themOffer; and (c) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. (vd) This the Company and the Selling Shareholder shall not have recourse to any proceeds of the Offer, as applicable, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained and necessary payments have been made/arrangements have been made in respect of the withholding tax as per applicable laws, wherever applicable. (e) The Bankers to the Offer and the Registrar undertake to ensure that all representations, warranties, undertakings and covenants made by them in this Agreement shall continue to be true and correct as on the dates of filing of the RHP and the Prospectus. 8.5 The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the BRLM, the Company and each Selling Shareholder that: (a) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (b) it has conducted a valid mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and binding obligation of each of them other Applicable Laws, with the Stock Exchange and is enforceable the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with its terms against each their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of themdischarging obligations similar to the ones contemplated herein; (iii) are free of any viruses, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now undocumented software or hereafter hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in effect relating the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to or affecting the rights of creditors generallySEBI; and (e) it is compliant with Applicable Laws and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, UPI Circulars and Applicable Laws. 8.6 The Bankers to the Offer represents, warrants, undertakes and covenants for itself to the BRLM, the Company and the Selling Shareholder that it is a scheduled bank as defined under the Banking Regulation Act, 1934 and that SEBI has granted it a ‘Certificate of Registration’ to act as Bankers to the Offer in accordance with the Securities and Exchange Board of India (viBankers to an Issue) No consent Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Bankers to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws. Further, no disciplinary or other proceedings have been commenced against it by SEBI or any person not a party to other regulatory authority which will affect the performance of its obligations under this Agreement and no consent that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any governmental authority is required rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to be obtained on an Issue) Regulations, 1994, as amended, and the part of any of them in connection with or resulting from the execution or performance terms and conditions of this Agreement. (vii) 8.7 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.8 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represents and warrants, on behalf of itself and its Correspondent Banks, if any, to the BRLM, the Company and the Selling Shareholder that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, the Public Offer Account Bank, Refund Bank or Sponsor Bank as the case may be, and discharge its duties and obligations under this Agreement. 8.9 The Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Bank and the Registrar to the Offer shall extend all co-operation and support to the BRLM in identifying the Relevant Intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding four Working Days from the Bid/Offer Closing Date. 8.10 None of them the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank, their Affiliates, nor any of their Affiliates has incurred respective directors, officers, employees, agents, or representatives, or any obligation other person associated with or liabilityacting on behalf of any of the foregoing has, contingent directly or otherwiseindirectly, for brokers' taken or finder's fees failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the matters registration of the Equity Shares under the U.S. Securities Act or the registration of the Company under the U.S. Investment Company Act, or would render invalid (for the purpose of the sale of Equity Shares), the exemption from the registration requirements of the U.S. Securities Act provided for in this Agreement, and if any such obligation by section 4(a)(2) thereof or liability exists, it shall be by Regulation S thereunder or the sole obligation exemption from the registration requirements of such party the U.S. Investment Company Act provided by section 3(c)(7) thereof or its Affiliateotherwise. 8.11 Each of BRLM severally represents, warrants, undertakes and covenants severally (viiiand not jointly) None of to each other and to the statements, representations or warranties made by any of them in Company and the Selling Shareholder that: (a) this Agreement or constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties it in any exhibit or certificate delivered pursuant to accordance with the terms hereof; and (b) this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make has been duly authorized, executed and delivered by the statements, representations or warranties contained herein or therein not materially misleadingBRLM.

Representations and Warranties and Covenants. (a) Representations To induce CAM to purchase the Accounts from Seller with full knowledge that the truth and Warranties accuracy of CCIthe following are being relied upon by CAM in the purchase of the Accounts and payments of the Purchase Price, SGIC Seller represents, warrants and SGI Holding. CCI, SGIC covenants to CAM and SGI Holding jointly and severally represent and warrant agrees that: (a) Seller (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a nonprofit public benefit corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of NevadaCalifornia, and qualified to operate in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. all jurisdictions where required; and (iiiii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power requisite capacity and right under the laws of the Yukon Territory, Nevada authority to execute and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform deliver this Agreement and the transactions other agreements contemplated hereby; and that the consummation of hereunder, to consummate the transactions contemplated by hereby and thereby, and to perform its obligations hereunder and thereunder; (b) this Agreement will and all other agreements contemplate hereunder have been duly executed, and delivered by Seller and are valid and legally binding obligation of Seller, enforceable against Seller in accordance with their terms; (c) neither violate the entering into of this Agreement nor be in conflict with: (A) any provision the sale of the Articles Accounts nor the performance by the Seller of Continuation any of its other obligations under this Agreement and the other agreements contemplated hereunder will contravene, breach or Bylaws result in any default under the incorporation or other organizational documents of CCIthe Seller or in any material respect of any term or condition under any mortgage, the Articles of Incorporation lease, agreement, license, permit, statute, regulation, order, judgement, decree or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument law to which any of them the Seller is a party or by which the Seller may be bound; (d) Seller is the sole and absolute owner of each Account and has the full legal right to make said sale, assignment and transfer thereof hereunder; (e) the Face Value on each Account is as set forth on Schedule 1 and such amounts are not in dispute; (f) the payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of them Seller with regard to such Account have been fulfilled by Seller; (g) there are no defenses, offsets, recoupments or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable counterclaims with respect to any of them or the Accounts and no agreement has been made under which any account debtor with respect any of their Affiliates as a party in interest the Accounts, may claim any recoupment, deduction or any lawdiscount; (h) upon purchase, rule or regulation applicable Seller will convey to CAM good and marketable title to each Account free and clear of all liens and encumbrances which shall thereafter be the sole and exclusive property of CAM; (i) none of the account debtors with respect to any of them the Accounts is insolvent as that term is defined in the United States Bankruptcy Code; (j) all Accounts now existing or hereafter arising shall comply with each and every one of the representations, warranties, covenants and agreements referred to in this paragraph and as otherwise supplemented pursuant to this Agreement; (k) no Account is evidenced by a note or other instrument; (l) Seller will not, during the term of this Agreement, sell, transfer, pledge a security interest or hypothecate any of their Affiliates; or its Accounts to any party other than CAM. Seller agrees to reimburse CAM for actual out-of-pocket costs related to credit reports and UCC filings and searches incurred by CAM (Dand its agents, representatives and counsel) any document, agreement or other arrangement creating or relating to in connection with this Agreement; (m) Seller is solvent and the creation or existence execution and performance under this Agreement has been duly authorized by all necessary corporate action and is not in contravention of any of them Seller’s governing documents or any of their Affiliates.agreement by which Seller is bound under applicable law; (ivn) The executionEach Account purchased by CAM shall be the property of CAM and shall be collected by CAM pursuant to the terms of this Agreement but, delivery as indicated herein, if for any reason payment of an Account should be paid to Seller, Seller shall promptly notify CAM of such payment, shall hold any check, drafts, or monies so received in trust for the benefit of CAM and performance shall promptly endorse, transfer and deliver the same to CAM as provided in Section 2.3 (a)(ii); (o) Seller’s place of business is the one set forth at the beginning of this Agreement and is the transactions contemplated hereby have been duly and validly authorized place where records concerning all Accounts are kept by all requisite corporate action on the part of each of them.Seller; (vp) This Agreement Seller will not change the state of its registration or formation or its corporate or legal name or the place where the records concerning all accounts are kept or add an additional such place, in each case without CAM’s prior written consent; (q) There are no judgments outstanding affecting Seller or any of its property and there are no suits, proceedings, claims, demands or government investigations now pending or threatened against Seller or any of its property; (r) As of the Effective Date, Seller is not in default or breach, nor shall any event shall have occurred or failed to occur which with the passage of time or service of notice constitute a default or breach, under any loan agreement, indenture, mortgage or other material agreement to which Seller is a valid and binding obligation party and (s) Seller is not in violation of each of them and is enforceable in accordance with its terms against each of themany law, subject to and limited by the effect of applicable bankruptcyordinance, insolvencyrule, fraudulent transfer or conveyanceorder, reorganization, receivership, moratorium regulation or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent requirement of any governmental authority is required to be obtained on the part of entity (whether federal, state or local) or any of them in connection with agency or resulting from the execution or performance of this Agreementinstrumentality thereof. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. In order to induce the Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Agent and the Lenders that, as of the Effective Date, the following statements are true and correct: (a) Representations all representations and Warranties warranties contained herein and in the Credit Agreement as amended by this Amendment and the other Loan Documents are true and correct in all material respects (or, in the case of CCIany such representation or warranty already qualified as to materiality, SGIC in all respects) as of the date hereof as though made on and SGI Holding. CCIas of such date, SGIC except to the extent that such representations and SGI Holding jointly warranties expressly relate solely to an earlier date (in which case such representations and severally represent warranties shall have been true and warrant thatcorrect on and as of such earlier date); (b) the execution and delivery of this Amendment by each Borrower, the performance by each Borrower of its obligations under this Amendment and the Amended Credit Agreement (i) have been duly authorized by all requisite action, corporate or otherwise, of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrowers’ organizational documents or the Indenture or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of the Agent or liens created by the transactions contemplated by this Amendment; (c) this Amendment has been duly executed by each Borrower and delivered to the Agent and this Amendment and the Amended Credit Agreement constitute the legal, valid and binding obligations of each Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (d) no consent, approval or authorization of or designation, declaration or filing with any Governmental Authority or any other Person on the part of any Borrower is required in connection with the execution and delivery of this Amendment or performance by such Borrower of this Amendment or the Amended Credit Agreement; (e) no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing under the Credit Agreement; (f) to the extent not paid on the Effective Date, the Borrowers shall pay directly, or reimburse MSD for, all reasonable out-of-pocket expenses incurred in connection with negotiating, documenting and effectuating the transactions contemplated hereby (including, without limitation, any and all filing fees, recording fees, title charges and charges of third party service providers and all reasonable and documented fees, charges and documented disbursements of counsel to MSD and the Agent incurred in connection with negotiating, documenting and effectuating the transactions contemplated hereby) and any fees of the Agent payable at closing; and (g) Schedule I sets forth the Accreted Loan Value of the Loans both before and after giving effect to the Extension Prepayment. (A) With respect to the Delayed Lease Property and the Substitute Property, at any time prior to either the Delayed Leased Property or the Substitute Property, as applicable, being included as part of the Leased Property and to the extent that such Delayed Leased Property or the Substitute Property, as applicable, is not subject to a Mortgage in favor of Agent for the benefit of the Lenders: (i) Neither the Software as supplied hereunderBorrowers shall, nor its normal use and shall cause any nominee for its intended purpose in combination with hardware or other softwareBorrower, will infringe or violate any third-party patentincluding, copyrightbut not limited to EVCO Limited, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject deliver to the recordation Agent duly executed and notarized amendments to the Mortgages (collectively, the “Mortgage Amendments”) or a new Mortgage and such other documents as are necessary or advisable or required by applicable law to grant to the Agent, for the benefit of assignments the Lenders, a security interest in the United States Copyright Office (which have been executed Delayed Lease Property or Substitute Property , as applicable, and will be filed for recordation within fifteen (15) days after recorded in the date Official Records of this Agreement)San Bernardino County, CCI has good and marketable title to all Software free and clear of any liens or encumbrances.California; (ii) Each of them is a corporation duly organized and validly existing under take all actions necessary or advisable or required by applicable law to grant to the laws Agent, for the benefit of the Yukon Territory of CanadaLenders, a perfected first priority security interest in the case of CCI, the laws of the State of Nevada, in the case of SGIC, such Delayed Lease Property or the laws Substitute Property, as applicable, including the filing of Bermuda Uniform Commercial Code financing statements in such jurisdictions as an exempted company, in may be required by the case of SGI Holding.Security Agreement or by law or as may be requested by the Required Lenders; and (iii) Each to the extent title insurance is obtained with respect to the Delayed Leased Property or the Substitute Property, as applicable, after the Effective Date by or behalf of them has full legal power Borrower, provide the Agent with title and right to carry on its business extended coverage insurance covering such Delayed Leased Property or the Substitute Property, as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermudaapplicable, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating an amount at least equal to the creation purchase price of such real property (or existence of any of them or any of their Affiliates. (iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of them. (v) This Agreement is a valid and binding obligation of each of them and is enforceable in accordance with its terms against each of them, subject to and limited such other amount as shall be reasonably specified by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generallyRequired Lenders). (vi) No consent of any person not a party to this Agreement and no consent of any governmental authority is required to be obtained on the part of any of them in connection with or resulting from the execution or performance of this Agreement. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. (a) Representations To induce CAM to purchase the Accounts from Seller with full knowledge that the truth and Warranties accuracy of CCIthe following are being relied upon by CAM in the purchase of the Accounts and payments of the Purchase Price, SGIC Seller represents, warrants and SGI Holding. CCI, SGIC covenants to CAM and SGI Holding jointly and severally represent and warrant agrees that: (a) Seller (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a nonprofit public benefit corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of NevadaCalifornia, and qualified to operate in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. all jurisdictions where required; and (iiiii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power requisite capacity and right under the laws of the Yukon Territory, Nevada authority to execute and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform deliver this Agreement and the transactions other agreements contemplated hereby; and that the consummation of hereunder, to consummate the transactions contemplated by hereby and thereby, and to perform its obligations hereunder and thereunder; (b) this Agreement will and all other agreements contemplate hereunder have been duly executed, and delivered by Seller and are valid and legally binding obligation of Seller, enforceable against Seller in accordance with their terms; (c) neither violate the entering into of this Agreement nor be in conflict with: (A) any provision the sale of the Articles Accounts nor the performance by the Seller of Continuation any of its other obligations under this Agreement and the other agreements contemplated hereunder will contravene, breach or Bylaws result in any default under the incorporation or other organizational documents of CCIthe Seller or in any material respect of any term or condition under any mortgage, the Articles of Incorporation lease, agreement, license, permit, statute, regulation, order, judgement, decree or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument law to which any of them the Seller is a party or by which the Seller may be bound; (d) Xxxxxx is the sole and absolute owner of each Account and has the full legal right to make said sale, assignment and transfer thereof hereunder; (e) the Face Value on each Account is as set forth on Schedule 1 and such amounts are not in dispute; (f) the payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of them Seller with regard to such Account have been fulfilled by Seller; (g) there are no defenses, offsets, recoupments or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable counterclaims with respect to any of them or the Accounts and no agreement has been made under which any account debtor with respect any of their Affiliates as a party in interest the Accounts, may claim any recoupment, deduction or any lawdiscount; (h) upon purchase, rule or regulation applicable Seller will convey to CAM good and marketable title to each Account free and clear of all liens and encumbrances which shall thereafter be the sole and exclusive property of CAM; (i) none of the account debtors with respect to any of them the Accounts is insolvent as that term is defined in the United States Bankruptcy Code; (j) all Accounts now existing or hereafter arising shall comply with each and every one of the representations, warranties, covenants and agreements referred to in this paragraph and as otherwise supplemented pursuant to this Agreement; (k) no Account is evidenced by a note or other instrument; (l) Seller will not, during the term of this Agreement, sell, transfer, pledge a security interest or hypothecate any of their Affiliates; or its Accounts to any party other than CAM. Xxxxxx agrees to reimburse CAM for actual out-of-pocket costs related to credit reports and UCC filings and searches incurred by XXX (Dand its agents, representatives and counsel) any document, agreement or other arrangement creating or relating to in connection with this Agreement; (m) Seller is solvent and the creation or existence execution and performance under this Agreement has been duly authorized by all necessary corporate action and is not in contravention of any of them Seller’s governing documents or any of their Affiliates.agreement by which Seller is bound under applicable law; (ivn) The executionEach Account purchased by CAM shall be the property of CAM and shall be collected by CAM pursuant to the terms of this Agreement but, delivery as indicated herein, if for any reason payment of an Account should be paid to Seller, Seller shall promptly notify CAM of such payment, shall hold any check, drafts, or monies so received in trust for the benefit of CAM and performance shall promptly endorse, transfer and deliver the same to CAM as provided in Section 2.3 (a)(ii); (o) Seller’s place of business is the one set forth at the beginning of this Agreement and is the transactions contemplated hereby have been duly and validly authorized place where records concerning all Accounts are kept by all requisite corporate action on the part of each of them.Seller; (vp) This Agreement Seller will not change the state of its registration or formation or its corporate or legal name or the place where the records concerning all accounts are kept or add an additional such place, in each case without CAM’s prior written consent; (q) There are no judgments outstanding affecting Seller or any of its property and there are no suits, proceedings, claims, demands or government investigations now pending or threatened against Seller or any of its property; (r) As of the Effective Date, Seller is not in default or breach, nor shall any event shall have occurred or failed to occur which with the passage of time or service of notice constitute a default or breach, under any loan agreement, indenture, mortgage or other material agreement to which Seller is a valid and binding obligation party and (s) Seller is not in violation of each of them and is enforceable in accordance with its terms against each of themany law, subject to and limited by the effect of applicable bankruptcyordinance, insolvencyrule, fraudulent transfer or conveyanceorder, reorganization, receivership, moratorium regulation or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent requirement of any governmental authority is required to be obtained on the part of entity (whether federal, state or local) or any of them in connection with agency or resulting from the execution or performance of this Agreementinstrumentality thereof. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. 8.1 The Company hereby represents, warrants, covenants and undertakes to the other Parties, as of the date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus and Allotment of Equity Shares in the Offer, the following: (i) this Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or, contravene any provision of Applicable Law or its constitutional documents or any agreement or other instrument binding on the Company, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (ii) no mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iii) the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. (a) Representations Blue Chandra hereby, severally and Warranties not jointly, represents, warrants, covenants and undertakes to the other Parties, as of CCIthe date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, SGIC the Prospectus and SGI Holding. CCIAllotment of Equity Shares in the Offer the following in respect to itself and its portion of the Offered Shares: (i) This Agreement has been duly authorized, SGIC executed and SGI Holding jointly delivered by it and severally represent is a valid and warrant legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other instrument binding on it; and (ii) it shall not access or have recourse to its respective proceeds of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges. (b) GTI represents, warrants, covenants and undertakes, as of the date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus and Allotment of Equity Shares in the Offer the following to the other Parties, in respect to itself and its portion of the Offered Shares, that: (i) Neither this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the Software as supplied hereunderexecution and delivery by it, nor and the performance of its normal use for its intended purpose obligations under this Agreement, shall not conflict with, result in combination with hardware a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other software, will infringe instrument or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other partyundertaking binding on it; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws it shall not access or have recourse to its respective proceeds of the Yukon Territory of Canada, in Offer for Sale until the case of CCI, final listing and trading approvals are received from the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI HoldingStock Exchanges. (iiic) Each of them has full legal power GSIHAL hereby, represents, warrants, covenants and right undertakes the following on the date hereof in respect to carry on itself and its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws portion of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform Offered Share: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the transactions contemplated hereby; execution and that delivery by it, and the consummation performance of the transactions contemplated by its obligations under this Agreement will neither violate nor be in Agreement, shall not conflict with: (A) , result in a breach or violation of any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGICApplicable Law, or the Memorandum of Association under constitutional documents or Bye-Laws of SGI Holding; (B) any agreement or other instrument binding on it; and (ii) it shall not access or have recourse to which any its respective proceeds of them is a party or by which any of them or any of their Affiliates or any of their respective assets the Offer for Sale until the final listing and trading approvals are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating received from the Stock Exchanges. 8.3 The Bankers to the creation or existence Offer, the members of any the Syndicate and the Registrar represent and warrant, as of them or any the date hereof and up to the completion of their Affiliates.the Offer, and undertake and covenant severally (and not jointly) to the other Parties that: (ivi) The this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and the transactions contemplated hereby have any other document related thereto has been duly authorized and validly authorized by all requisite corporate action does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on the part such Party or any of each of them.its assets; and (viii) This Agreement is a valid and binding obligation of each of them and is enforceable in accordance with its terms against each of themno mortgage, subject to and limited by the effect of applicable bankruptcycharge, insolvencypledge, fraudulent transfer lien, trust, or conveyance, reorganization, receivership, moratorium any other security interest or other similar laws now encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Offer Account or hereafter the monies deposited therein, other than as specified in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent of any governmental authority is required to be obtained on the part of any of them in connection with or resulting from the execution or performance of this Agreement. 8.4 The Sponsor Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and each Selling Shareholder that: (viia) None they have been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and they are in compliance with the terms and conditions of such certification; (b) they have conducted a mock trial run of the systems necessary to undertake their obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) they have certified to SEBI about their readiness to act as a sponsor bank and for inclusion of its name in SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and other Applicable Law and that there has been no adverse occurrences that affect such confirmation to SEBI; and (d) they are compliant with Applicable Law and have in place all necessary infrastructure in order for them nor to undertake their obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Laws. 8.5 Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks severally represents, warrants, undertakes and covenants to the members of the Syndicate, the Company and each of the Selling Shareholders that it is a scheduled bank as defined under the Companies Act, 2013 and the SEBI has granted it a certificate of registration to act as bankers to the offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 (“BTI Regulations”) and such certificate is, and until completion of the Offer, will be, valid and in existence, and that it is, and until completion of the Offer, will be, entitled to carry on business as Bankers to the Offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks confirms that it has not violated any of their Affiliates the conditions subject to which the registration has incurred any obligation been granted and no disciplinary or liabilityother proceedings have been commenced against it by the SEBI and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI ICDR Regulations, contingent or otherwisethe stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for brokers' or finder's fees the collection of application monies, in respect conformity with the guidelines issued by the SEBI from time to time. 8.6 Each of the matters Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks hereby represents as of the date hereof and until completion of the Offer that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks, as applicable, and discharge its duties and obligations under this Agreement. 8.7 Each of the Selling Shareholders acknowledge that the responsibility of the Book Running Lead Managers for deposit of STT, as provided for in this Agreement, and if does not provide or confer any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliateeconomic benefits to any Book Running Lead Manager. (viii) 8.8 None of the statementsBankers to the Offer, representations the Book Running Lead Managers, the Company or warranties made the Selling Shareholders shall be held liable or responsible for any failure or delay in performance of their duties under this Agreement caused by any circumstances beyond its control, such as acts of them God, orders or restrictions imposed by any Governmental Authority, war or warlike conditions, hostilities, sanctions, mobilizations, blockades, embargoes, detentions, revolutions, riots, looting, strikes, earthquakes, fires or accidents (collectively, “Force Majeure”), provided that it shall have acted diligently in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement limiting the effects of the Force Majeure event. Upon the occurrence of any material fact event or omits condition of Force Majeure which affects its performance, the Bankers to state any material fact necessary the Offer, Book Running Lead Managers, the Company or the Selling Shareholders, as applicable, shall, as soon as is reasonably possible, notify the other Parties of the nature of the event or condition, the effect of the event or condition on the performance of the Bankers to be stated the Offer, the Book Running Lead Managers, the Company or the Selling Shareholders, as the case may be, and, on a best efforts basis, the estimated duration of the event or condition. The Bankers to the Offer, the Book Running Lead Managers, the Company or the Selling Shareholders, as applicable, shall also notify the other Parties immediately upon cessation of or changes in order to make the statements, representations event or warranties contained herein or therein not materially misleadingcondition constituting Force Majeure.

Representations and Warranties and Covenants. In order to induce the Agent and the Required Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Agent and the Lenders party hereto that, as of the Effective Date, the following statements are true and correct: (a) Representations all representations and Warranties of CCI, SGIC warranties contained herein and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that: (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office Credit Agreement as amended by this Amendment (which have been executed the “Amended Credit Agreement”) and will be filed for recordation within fifteen the other Loan Documents are true and correct in all material respects (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canadaor, in the case of CCIany such representation or warranty already qualified as to materiality, in all respects) as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date); (b) the execution and delivery of this Amendment by each Borrower, the laws performance by each Borrower of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right obligations under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement Amendment and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Amended Credit Agreement will neither violate nor be in conflict with: (Ai) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite action, corporate action on the part or otherwise, of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of them.time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrowers’ organizational documents or the Indenture or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower under the terms or provisions of any such agreement or instrument; (vc) This this Amendment has been duly executed by each Borrower and delivered to the Agent and this Amendment and the Amended Credit Agreement is a constitute the legal, valid and binding obligation obligations of each of them and is Borrower, enforceable in accordance with its terms against each of themtheir terms, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or hereafter in effect relating to or affecting the rights of creditors generally.at law; (vid) No consent no consent, approval or authorization of or designation, declaration or filing with any person not a party to this Agreement and no consent of Governmental Authority or any governmental authority is required to be obtained other Person on the part of any of them Borrower is required in connection with or resulting from the execution and delivery of this Amendment or performance by such Borrower of this Amendment or under the Amended Credit Agreement; and (e) no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing under the Credit Agreement. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. (a) Representations To induce CAM to purchase the Accounts from Seller with full knowledge that the truth and Warranties accuracy of CCIthe following are being relied upon by CAM in the purchase of the Accounts and payments of the Purchase Price, SGIC Seller represents, warrants and SGI Holding. CCI, SGIC covenants to CAM and SGI Holding jointly and severally represent and warrant agrees that: (a) Seller (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a nonprofit public benefit corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, and qualified to operate in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. all jurisdictions where required; and (iiiii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power requisite capacity and right under the laws of the Yukon Territory, Nevada authority to execute and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform deliver this Agreement and the transactions other agreements contemplated hereby; and that the consummation of hereunder, to consummate the transactions contemplated by hereby and thereby, and to perform its obligations hereunder and thereunder; (b) this Agreement will and all other agreements contemplate hereunder have been duly executed, and delivered by Seller and are valid and legally binding obligation of Seller, enforceable against Seller in accordance with their terms; (c) neither violate the entering into of this Agreement nor be in conflict with: (A) any provision the sale of the Articles Accounts nor the performance by the Seller of Continuation any of its other obligations under this Agreement and the other agreements contemplated hereunder will contravene, breach or Bylaws result in any default under the incorporation or other organizational documents of CCIthe Seller or in any material respect of any term or condition under any mortgage, the Articles of Incorporation lease, agreement, license, permit, statute, regulation, order, judgement, decree or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument law to which any of them the Seller is a party or by which the Seller may be bound; (d) Xxxxxx is the sole and absolute owner of each Account and has the full legal right to make said sale, assignment and transfer thereof hereunder; (e) the Face Value on each Account is as set forth on Schedule 1 and such amounts are not in dispute; (f) the payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of them Seller with regard to such Account have been fulfilled by Seller; (g) there are no defenses, offsets, recoupments or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable counterclaims with respect to any of them or the Accounts and no agreement has been made under which any account debtor with respect any of their Affiliates as a party in interest the Accounts, may claim any recoupment, deduction or any lawdiscount; (h) upon purchase, rule or regulation applicable Seller will convey to CAM good and marketable title to each Account free and clear of all liens and encumbrances which shall thereafter be the sole and exclusive property of CAM; (i) none of the account debtors with respect to any of them the Accounts is insolvent as that term is defined in the United States Bankruptcy Code; (j) all Accounts now existing or hereafter arising shall comply with each and every one of the representations, warranties, covenants and agreements referred to in this paragraph and as otherwise supplemented pursuant to this Agreement; (k) no Account is evidenced by a note or other instrument; (l) Seller will not, during the term of this Agreement, sell, transfer, pledge a security interest or hypothecate any of their Affiliates; or its Accounts to any party other than CAM. Xxxxxx agrees to reimburse CAM for actual out-of-pocket costs related to credit reports and UCC filings and searches incurred by CAM (Dand its agents, representatives and counsel) any document, agreement or other arrangement creating or relating to in connection with this Agreement; (m) Seller is solvent and the creation or existence execution and performance under this Agreement has been duly authorized by all necessary corporate action and is not in contravention of any of them Seller’s governing documents or any of their Affiliates.agreement by which Seller is bound under applicable law; (ivn) The executionEach Account purchased by CAM shall be the property of CAM and shall be collected by CAM pursuant to the terms of this Agreement but, delivery as indicated herein, if for any reason payment of an Account should be paid to Seller, Seller shall promptly notify CAM of such payment, shall hold any check, drafts, or monies so received in trust for the benefit of CAM and performance shall promptly endorse, transfer and deliver the same to CAM as provided in Section 2.3 (a)(ii); (o) Seller’s place of business is the one set forth at the beginning of this Agreement and is the transactions contemplated hereby have been duly and validly authorized place where records concerning all Accounts are kept by all requisite corporate action on the part of each of them.Seller; (vp) This Agreement Seller will not change the state of its registration or formation or its corporate or legal name or the place where the records concerning all accounts are kept or add an additional such place, in each case without CAM’s prior written consent; (q) There are no judgments outstanding affecting Seller or any of its property and there are no suits, proceedings, claims, demands or government investigations now pending or threatened against Seller or any of its property; (r) As of the Effective Date, Seller is not in default or breach, nor shall any event shall have occurred or failed to occur which with the passage of time or service of notice constitute a default or breach, under any loan agreement, indenture, mortgage or other material agreement to which Seller is a valid and binding obligation party and (s) Seller is not in violation of each of them and is enforceable in accordance with its terms against each of themany law, subject to and limited by the effect of applicable bankruptcyordinance, insolvencyrule, fraudulent transfer or conveyanceorder, reorganization, receivership, moratorium regulation or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent requirement of any governmental authority is required to be obtained on the part of entity (whether federal, state or local) or any of them in connection with agency or resulting from the execution or performance of this Agreementinstrumentality thereof. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. In order to induce the Required Lenders to enter into this Waiver, each Borrower hereby represents and warrants that, as of the date hereof, the following statements are true and correct: (a) Representations all representations and Warranties of CCI, SGIC warranties contained herein and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that: (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office Credit Agreement and the other Loan Documents are true and correct in all material respects (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canadaor, in the case of CCIany such representation or warranty already qualified as to materiality, the laws in all respects) as of the State date hereof as though made on and as of Nevadasuch date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in the which case such representations and warranties shall have been true and correct on and as of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding.such earlier date); (iiib) Each of them has full legal power the execution and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby Waiver by each Borrower (i) have been duly and validly authorized by all requisite action, corporate action on the part or otherwise, of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of them.time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrowers’ organizational documents or the Indenture or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower under the terms or provisions of any such agreement or instrument; (vc) This this Waiver has been duly executed by each Borrower and this Waiver and the Credit Agreement is a constitute the legal, valid and binding obligation obligations of each of them and is Borrower, enforceable in accordance with its terms against each of themtheir terms, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or hereafter in effect relating to or affecting the rights of creditors generally.at law; (vid) No consent no consent, approval or authorization of or designation, declaration or filing with any person not a party to this Agreement and no consent of Governmental Authority or any governmental authority is required to be obtained other Person on the part of any of them Borrower is required in connection with or resulting from the execution and delivery of this Waiver or performance of this by such Borrower under the Credit Agreement.; (viie) None other than the Designated Default, no Event of them nor any Default and no event which, after notice or lapse of their Affiliates time or both, would become an Event of Default, has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of occurred and is continuing under the matters provided for in this Credit Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.; and

Representations and Warranties and Covenants. Pledgor hereby represents and warrants to Pledgee as follows: (a) Representations and Warranties of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that: (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have This Agreement has been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been duly executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good delivered by Pledgor and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of them. (v) This Agreement is a valid and binding obligation of each of them and is Pledgor enforceable in accordance with its terms against each of them, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally.terms; (vib) No consent Upon execution of any person not a party to this Agreement and no an appropriate financing statement by Pledgor and the recording of the financing statement in the appropriate office, Pledgee will have a valid, first, and prior perfected security interest in the Collateral; and (c) The chief executive office and principal place of business of Pledgor is in Irving, Dallas County, Texas and its place of formation is the State of Nevada. Pledgor makes the following covenants: (a) Pledgor will not cause, permit, or consent to (i) any amendment or modification to the Partnership Agreement in effect as of the date hereof (except an amendment as contemplated herein), or (ii) any transfer or change in the ownership of the partnership interests in the Partnership; (b) Pledgor will not sell, transfer, mortgage, or otherwise encumber any Collateral in any manner without first obtaining the written consent of Pledgee, which consent may be withheld in Pledgee’s sole and absolute discretion. Any written consent to any governmental authority is required such sale, mortgage, transfer, or encumbrance shall not be construed to be obtained on the part a waiver of this provision in respect of any of them in connection with subsequent proposed sale, mortgage, transfer, or resulting from the execution or performance of this Agreement.encumbrance; (viic) None of them nor Pledgor will, at its expense and in such manner and form as Pledgee may from time-to-time reasonably require, execute, deliver, file, and record any financing statement, specific assignment, or other instruments, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time-to-time reasonably request, in order to create, preserve, perfect, or validate any Security Interest, or to enable Pledgee to exercise and enforce its rights hereunder with respect to any of their Affiliates has incurred the Collateral. In the event, for any obligation reason, that the law of any jurisdiction other than the State of Georgia becomes or liabilityis applicable to the Collateral, contingent or any part thereof, Pledgor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce the Security Interests of Lender under the law of such other jurisdiction, to at least the same extent that the Security Interests would be protected under the Code. To the extent permitted by applicable law, Pledgor hereby authorizes Pledgee to execute and file, in the name of Pledgor or otherwise, for brokers' Uniform Commercial Code financing statements that Pledgee in its sole discretion may deem necessary or finder's fees appropriate to further perfect the Security Interests; and (d) Pledgor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Collateral, including, without limitation, the Partnership Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Pledgee; and (e) Pledgor will not sell, transfer, mortgage, or otherwise encumber the assets of the Partnership out of the ordinary course of business in any manner without first obtaining the written consent of Pledgee, which consent may be withheld in Pledgee’s sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of the matters provided for in this Agreementany subsequent proposed sale, and if any such obligation mortgage, transfer, or liability exists, it shall be the sole obligation of such party or its Affiliateencumbrance. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. In order to induce the Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Agent and the Lenders that, as of the Effective Date, the following statements are true and correct: (a) Representations all representations and Warranties of CCI, SGIC warranties contained herein and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that: (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office Credit Agreement as amended by this Amendment and the other Loan Documents are true and correct in all material respects (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canadaor, in the case of CCIany such representation or warranty already qualified as to materiality, in all respects) as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date); (b) the execution and delivery of this Amendment by each Borrower, the laws performance by each Borrower of its obligations under this Amendment and the Credit Agreement as amended by this Amendment (including the payment of Additional Interest, the Extension Prepayment and the Extension Fee, the “Amended Credit Agreement”) (i) have been duly authorized by all requisite action, corporate or otherwise, of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the State terms, conditions or provisions of Nevadaany applicable statute, in the case of SGIClaw, rule, regulation or ordinance or any Borrowers’ organizational documents or the laws Indenture or any judgment or order of Bermuda as an exempted companyany court or governmental department, in the case of SGI Holding. commission, board, bureau, agency or instrumentality, domestic or foreign, and (iii) Each will not result in the creation or imposition of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each any lien, charge or encumbrance of them has any nature whatsoever upon any of the legal power and right property or assets of any Borrower under the laws terms or provisions of any such agreement or instrument, except liens in favor of the Yukon Territory, Nevada Agent; (c) this Amendment has been duly executed by each Borrower and Bermuda, in delivered to the case of CCI, SGIC Agent and SGI Holding, respectively, to enter into and perform this Agreement Amendment and the transactions contemplated hereby; Amended Credit Agreement constitute the legal, valid and that binding obligations of each Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (d) no consent, approval or authorization of or designation, declaration or filing with any Governmental Authority or any other Person on the part of any Borrower is required in connection with the execution and delivery of this Amendment or performance by such Borrower of this Amendment or the Amended Credit Agreement or the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: hereby or thereby; (Ae) any provision no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing under the Credit Agreement; (f) Schedule I sets out the outstanding principal amount of, and accreted interest payable on, the Loans as of the Articles of Continuation or Bylaws of CCIdate hereof both before and after giving effect to the Additional Interest; (g) To the extent not paid on the Effective Date, the Articles of Incorporation or Bylaws of SGICBorrowers shall pay directly, or reimburse MSD for, all reasonable out-of-pocket expenses (together with the Memorandum of Association or Bye-Laws of SGI Holding; (Bfees and expenses paid on the Effective Date, not to exceed $250,000) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgmentincurred in connection with negotiating, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (iv) The execution, delivery documenting and performance of this Agreement and effectuating the transactions contemplated hereby have been (including, without limitation, any and all lien search fees, filing fees, recording fees, title charges and charges of third party service providers and all reasonable and documented fees, charges and documented disbursements of counsel to MSD and the Agent incurred in connection with negotiating, documenting and effectuating the transactions contemplated hereby) and any fees of the Agent payable at closing; and (h) Within 60 days of the Effective Date: (i) the Borrowers shall, and shall cause Octagon Partners, LLC, a California limited liability company (“Octagon”) to, deliver to the Agent duly executed and validly authorized notarized amendments to the Mortgages (collectively, the “Mortgage Amendments”), recorded in the Official Records of San Bernardino County, California; (ii) the Borrowers shall, and shall cause Octagon to, deliver to the Agent legal opinions relating to Mortgage Amendments, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders (it being understood that legal opinions substantially similar to those delivered by all requisite corporate action Txxxxxxx Xxxxxxxx on October 30, 2013 shall be acceptable to the part of each of themRequired Lenders). (viii) This Agreement is a valid Chicago Title Insurance Company (“Title Company”) shall have issued one or more endorsements and/or modifications, each in form and binding obligation of each of them and is enforceable in accordance with its terms against each of them, subject substance substantially similar to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent of any governmental authority is required to be obtained on the part of any of them those endorsements issued in connection with or resulting from the execution or performance of this Agreement. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect amendment and restated of the matters provided for in this AgreementExisting Credit Agreement on October 30, and if any such obligation 2013 or liability existsotherwise acceptable to the Required Lenders, it shall be to the sole obligation existing lender’s policy of such party or its Affiliate. (viii) None title insurance insuring the lien of the statementsMortgages which endorsements and/or modifications shall increase the coverage amount under such policy of title insurance by $18,576,000 (to $54,000,000 in total) and shall insure the continued priority and enforceability of the lien of the Mortgages (as modified by the Mortgage Amendments) and the Credit Agreement as modified hereby, representations or warranties made together with any other affirmative coverage reasonably required by any of them the Required Lenders in connection with the transactions contemplated by this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleadingAmendment.

Representations and Warranties and Covenants. (a) Representations Each of the Tribal Parties represents and Warranties warrants to Consultant and Consultant represents and warrants to each of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant thatthe Operating Companies as follows: (i) Neither such entity has the Software as supplied full legal right, power and authority and has taken all action necessary to enter into this Agreement, to perform its obligations hereunder, nor its normal use for its intended purpose in combination with hardware or and to consummate all other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances.transactions contemplated hereby; (ii) Each the person executing and delivering this Agreement is duly authorized to execute and deliver this Agreement on behalf of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding.such entity; (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (iv) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have has been duly executed and validly authorized delivered by all requisite corporate action on the part of each of them. (v) This Agreement is such entity and constitutes a valid and binding obligation of each of them and is such entity, enforceable against such entity in accordance with its terms against each terms; and (iv) the execution and delivery of themthis Agreement, subject the performance by such entity of its obligations hereunder, and the consummation by such entity of the transactions contemplated hereby will not violate any contract or agreement to and limited by the effect which such entity or any of applicable bankruptcyits affiliates is a party or any law, insolvencyregulation, fraudulent transfer rule or conveyanceordinance or any order, reorganizationjudgment or decree of any federal, receivershipstate, moratorium tribal or other similar laws now local court or hereafter in effect relating to or affecting the rights of creditors generallyrequire any regulatory approval beyond those contemplated herein. (vib) No consent Warner represents and warrants that the execution and delivery of any person not a party to this Agreement and no consent the performance of his obligations hereunder will not violate any contract or agreement to which he is a party or any law, regulation, rule or ordinance or any order, judgment or decree of any governmental authority is required to be obtained on the part of any of them in connection with federal, state, tribal or resulting from the execution or performance of this Agreementlocal court. (viic) None Consultant represents and warrants that no officer, director or individual owner of them nor 5% or more of the equity interests of Consultant or any affiliate of Consultant has been arrested, indicted for convicted of, or pleaded nolo contendere (or any similar plea) to any felony or any gaming offense or had any association with individuals or entities known to be connected to organized crime. (d) Consultant covenants as follows: (i) Consultant agrees that all of its directors and officers and any individual owners of 5% or more of the equity interests of Consultant (whether or not involved in Consultant’s business), shall: (A) consent to background investigations to be conducted by the Tribe, the State of New Mexico, the Federal Bureau of Investigation or any law enforcement authority to the extent required by the Indian Gaming Regulatory Act or any tribal-state gaming compact between the Tribe and the State of New Mexico; (B) consent to a background, criminal and credit investigation to be conducted by or for the National Indian Gaming Commission, if required; (C) consent to a financial and credit investigation to be conducted by a credit-reporting or investigation agency at the request of the Tribe; (D) cooperate fully with such investigations; and (E) disclose any information requested by the Tribe which would facilitate the background and financial investigation. (ii) Any materially false or materially deceptive disclosures or failure to cooperate fully with such investigations by an employee of Consultant shall result in the immediate dismissal of such employee. The results of any such investigation may he disclosed by the Tribe to federal officials and to such other regulatory authorities as required by law. (iii) Consultant will not employ any member of the Tribe, retain any member of the Tribe or any of their Affiliates has incurred respective affiliates with respect to any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this AgreementTasks, will not give any gifts or other items of value or worth to any member of the Tribe, and if will not give, sell, or trade any such obligation equity or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None ownership interest in Consultant to any member of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleadingTribe.

Representations and Warranties and Covenants. (a) Representations Seller covenants, represents and Warranties of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant thatwarrants to Purchaser as follows: (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them Seller is a banking corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them good standing and has full legal all requisite power and right authority to own its assets and carry on its business as such is and where now being conducted conducted. Seller has full power and as proposed authority, and has taken all action necessary, to execute and deliver this Purchase Agreement and any and all other documents required or permitted to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, executed or delivered by Seller in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform connection with this Purchase Agreement and to fulfill Seller's obligations under, and to consummate the transactions contemplated hereby; by, this Purchase Agreement, and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement no governmental authorizations or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates.authorizations are required in connection therewith; (ivii) The this Purchase Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally); (iii) neither the execution, delivery and performance of this Purchase Agreement and nor the consummation of the transactions contemplated hereby (1) is prohibited by, or requires Seller to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Seller or (2) violates, conflicts with, results in a breach of, constitutes a default under, is prohibited by, or requires any additional approval under any instrument or agreement to which Seller is a party or by which it is bound or which affects the Loans and the mortgaged property; (iv) at any time, and from time to time hereafter, upon the reasonable request of Purchaser, and without payment of further consideration to Seller, Seller, its officers, employees, affiliates and assignees each will (1) provide the assistance of its knowledgeable personnel to respond to inquiries from Purchaser, and (2) do, execute, acknowledge, endorse, permit Purchaser to endorse on Seller’s behalf, permit Purchaser to open any mail addressed to Seller in connection with the Loans, negotiate items and deliver, and cause to be done, executed, acknowledged, endorsed, permitted, negotiated and delivered, all such further acts, deeds, assignments (including without limitation, any notarized letters from Seller and/or on Seller’s letterhead notifying any customers, borrower, guarantors and account debtors thereof under the Loans of the sale of such Loans from Seller to Purchaser), remittance advise information, transfers, conveyances, powers of attorney and assurances as may be required in order to better assign, service, transfer, grant, convey, assure and confirm to Purchaser, or to collect and reduce to possession, the Loans and the collateral as provided for herein; (v) from and after the Closing , Seller shall promptly forward (but no later than one business day after receipt thereof) to Purchaser any and all payments received by Seller from borrower or any other person or entity on account of or related to any obligation or liability arising under the Loan Documents; (vi) from and after the Closing, Seller shall promptly forward to Purchaser (at the address specified herein for notices) originals of any and all bills, invoices, insurance binders, policies or certificates, documents and other correspondence it receives relating to the Loans, the mortgaged property or the Loan Documents; (vii) to the best knowledge of Seller, there is no litigation or action at law or in equity pending, with the exception of *** which is in bankruptcy, or threatened against it and no proceeding of any kind is pending or threatened by any federal, state or local governmental or administrative body which will or might materially affect the Loans and the mortgaged property or Seller’s ability to consummate the transactions contemplated hereby (viii) except for ***, Seller has not received any notice of, and Seller does not have been duly and validly authorized by all requisite corporate action actual knowledge of any default or condition, which upon the giving of notice, the passage of time, or both would constitute such a default, on the part of Seller or borrower under any of the Loan Documents; (ix) at any time, and from time to time hereafter, Seller will, in connection with the Loans, (A) Upon receipt of written approval from Distinctive Solutions that they have approved such, upload all necessary information (both SQL and CCM software) relating to the active Loans to Distinctive Solutions and allow for the transfer of Seller’s rights to any Distinctive Solutions software to Purchaser; (B) provide Purchaser and its representatives access to the personnel, advisors, customers, previous audits, invoices, historical collateral data (ie; agings, collateral, UCC search reports, business credit reports, analysis, appraisals, borrower/guarantor financial statements), properties, books and records (including without limitation, loan files, tax notices, legal notices, account debtor correspondence, copies of all ancillary documents and correspondence, as well as servicing records (in hard and soft/down-loadable formats, electronic information in a format suitable for download onto Purchaser’s systems, including without limitation, any and all assistance necessary to download information relating to the Loans which are contained within the Distinctive Solutions system); (C) cooperate with Purchaser to transition or cause (1) any phone or 800 number and have such phone or 800 number provider to forward any calls relating to the Loans to a number designated by Purchaser, (2) the United States Postal Service to assign the secured dedicated post office box (1089 San Jose, California) located at the US Post Office, 000 Xxxxx 0xx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000 (the “Dedicated PO Box”) for Purchaser’s benefit (upon the assignment of the Dedicated PO Box to Purchaser, within 1 business of receipt, Purchaser shall deliver to Seller any mail not related to the Loans), (3) the existing courier service, Gold Rush Express, to pick up and deliver contents of the Dedicated PO Box to Purchaser’s ABL Group, and (4) Trans Box Courier Services to delivery client packages relating to the Loans, to Purchaser’s new ABL location; and (D) transfer the following to Purchaser: electronic HCG back up data files (but excluding any email archives), contents of three 4 Lateral Drawer fireproof filing cabinets, six 4 Lateral Drawer filing cabinets and 3 Three Lateral Drawer filing cabinets, and copies of payroll tax files of any borrower or guarantor under the Loans; (x) Seller agrees not to solicit any banking services business (including without limitation, loan and deposit services) from the borrowers, guarantors any obligation or liability arising under the Loans from the date hereof until 12 months after the date of this Purchase Agreement; (xi) as to each Loan, the following representations and warranties are true and correct in all material respects as of themthe date hereof, subject to the limitations set forth in subsection (C) below; (A) Exhibit F annexed hereto accurately sets forth, as of January 26, 2006, the outstanding principal balance of such Loan, accrued interest, the maturity date, the date through which interest has been paid, and the maximum amount of any commitment to advance funds after the Closing. (vB) This Agreement Seller is the sole owner of each Loan and has full right to sell and assign each Loan anticipated to be sold by it hereunder without the consent of any third party, except such consent as has been obtained or will be obtained and the Loans are free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Loans. (C) All documents delivered by Seller with respect to the Loans are true, complete and correct originals or copies thereof, and all information supplied by Seller concerning the Loans is materially correct, except that Seller makes no representation as to accuracy of information supplied by any borrower or guarantor under the Loan Documents. (D) Except by written instrument or other written documentation delivered to Purchaser prior to the execution of this Purchase Agreement, neither Seller nor any prior holder of the Loan has modified any related note or mortgage securing a note or satisfied or canceled such note or mortgage in whole or in part. (E) Based upon the lender's title insurance policy or other evidence of title received by Seller with respect to a Loan, any mortgage or deed of trust assigned by Seller is a valid and enforceable first lien on the fee interest in the real property encumbered thereby subject to the exceptions listed in such policy. (F) The note relating to each Loan sold by Seller pursuant hereto and the related mortgage are the legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (G) Except as otherwise set forth on Exhibit E, there has been issued in connection with each mortgage relating to a Loan sold by a Seller pursuant hereto, (i) a valid and enforceable ALTA policy of title insurance (or any amendment or supplement thereto or other form of title insurance policy affording equivalent coverage and customarily accepted by institutional lenders in the jurisdiction in which the mortgaged property relating to a Loan sold by Seller pursuant hereto is located) (each a "Title Insurance Policy") by a title insurer in an amount equal to the lesser of (A) the principal amount of such Loan to the extent advanced and (B) the approximate fair market value of such mortgaged property as of the date of recording of the subject mortgage, subject to the conditions and limitations set forth in such Title Insurance Policy, or (ii) a title opinion from an attorney licensed to practice in such jurisdiction, or (iii) a title report or specimen policy from a title insurer or such other form of title assurance as was customarily employed in the relevant jurisdiction (including blanket insurance coverage). If a title insurance policy was issued, such Title Insurance Policy is presently in full force and effect and all premiums with respect thereto that are due and payable have been paid in full. In addition, as of the Closing each such Title Insurance Policy insures such Seller that each of the mortgages relating to a Loan sold by the Seller pursuant hereto is a valid lien on the property therein described with the lien priority disclosed on such policy. (b) Purchaser hereby represents and warrants to Seller as follows: (i) Purchaser has full power and authority, and has taken all action necessary, to execute and deliver this Purchase Agreement and any and all other documents required or permitted to be executed or delivered by Purchaser in connection with this Purchase Agreement and to fulfill Purchaser's obligations under, and to consummate the transactions contemplated by, this Purchase Agreement, and no governmental authorizations or other authorizations are required in connection therewith; (ii) this Purchase Agreement constitutes the legal, valid and binding obligation of each of them and is Purchaser enforceable against Purchaser in accordance with its terms against each of them, (subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the creditors' rights of creditors generally.); and (viiii) No consent of any person not a party to this Agreement neither the execution, delivery and no consent of any governmental authority is required to be obtained on the part of any of them in connection with or resulting from the execution or performance of this Agreement. (vii) None of them Purchase Agreement nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect the consummation of the matters provided for in this Agreementtransactions contemplated hereby is prohibited by, and if or requires Purchaser to obtain any such obligation consent, authorization, approval or liability existsregistration under any law, it shall be the sole obligation of such party statute, rule, regulation, judgment, order, writ, injunction or its Affiliatedecree which is binding upon Purchaser. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. (a) Representations 8.1 The Company hereby represents, warrants, undertakes and Warranties of CCI, SGIC and SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant covenants that: (ia) Neither the Software as supplied hereunderthis Agreement has been duly authorized, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after delivered by the date of this Agreement)Company, CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized valid and validly existing under legally binding instrument, enforceable against the laws of the Yukon Territory of CanadaCompany, in accordance with its terms, and the case execution and delivery by the Company of, and the performance by the Company of CCIits obligations under this Agreement does not conflict with, the laws of the State of Nevada, result in the case of SGICa breach or violation of, or the laws of Bermuda as an exempted company, in the case of SGI Holding. contravene (iii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and the transactions contemplated hereby; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (Ai) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI HoldingApplicable Law; (Bii) the constitutional documents of the Company; (iii) any agreement agreement, indenture, mortgage, deed of trust, loan or credit arrangement, note or other instrument to which any of them the Company is a party or by which any of them it may be bound, or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (iv) The any written notice or communication, written or otherwise, issued by any third party to the Company with respect to any indenture, loan, credit arrangement or any other agreement to which it is a party or is bound; or result in any acceleration of repayments or the imposition of any Encumbrance on any property or assets of the Company, or any Equity Shares or other securities of the Company. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) no mortgage, charge, pledge, lien, or any other security, interest or Encumbrance shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein. 8.2 Each of the Corporate Promoter Selling Shareholders and Investor Selling Shareholders hereby severally and not jointly, represents, warrants, undertakes and covenants that: (a) it has obtained and shall obtain, prior to the completion of the Offer, all necessary authorizations, approvals and consents, which may be required under Applicable Law and/or under its constitutional documents and/or under contractual arrangements by which it may be bound, in relation to the Offer for Sale and has complied with, and shall comply with, the terms and conditions of such authorizations, approvals and consents, all Applicable Law and/or its constitutional documents and/or contractual arrangements by which it may be bound in relation to the Offer for Sale.; (b) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with their respective terms; (c) no mortgage, charge, pledge, lien, or any other security interest or Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or its proceeds deposited therein; and (d) subject to Clause 3.2.d.2, it shall not have recourse to any proceeds of the Offer including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company. 8.3 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks and the Registrar, hereby severally and not jointly, specifically represent, warrant, undertake and covenant to the BRLMs, the Syndicate Members, the Company and each Selling Shareholder that: (a) this Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties in accordance with the terms hereof; (b) the execution, delivery and performance of this Agreement and the transactions contemplated hereby have Assignment does not and will not contravene or constitute a breach of: (a) any Applicable Laws, (b) the organizational documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by the Company of its obligations under this Agreement, except as has been duly and validly authorized by all requisite corporate action on obtained or shall be obtained prior to completion of the part of each of themOffer; and (c) no mortgage, charge, pledge, lien, trust, or any other security interest or Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 8.4 Each of the Sponsor Banks, hereby severally and not jointly, specifically represents, warrants, undertakes and covenants for itself to the BRLMs, the Syndicate Members, the Company and each Selling Shareholder that: (va) This Agreement it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (b) it has conducted a valid mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and binding obligation other Applicable Laws, with the Stock Exchange and the registrar and transfer agents; (c) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of each its name in the SEBI’s list of them sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (d) it is enforceable compliant with Applicable Laws and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with its terms against each this Agreement, the UPI Circulars and Applicable Laws. 8.5 Each of themthe Escrow Collection Bank, subject the Refund Bank, the Public Offer Account Bank and the Sponsor Banks, hereby severally and not jointly, represents, warrants, undertakes and covenants to the BRLMs, the Syndicate Members, the Company and limited by the effect Selling Shareholders that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of applicable bankruptcyRegistration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, insolvency1994, fraudulent transfer as amended or conveyanceclarified from time to time, reorganizationand such certificate is and, receivershipuntil completion of the Offer, moratorium will be valid and in existence and that it is and, until completion of the Offer, will be entitled to carry on business as banker to the offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws. Further, the Bankers to the Offer confirms that no disciplinary or other similar laws now proceedings have been commenced against it by SEBI or hereafter in effect relating to any other regulatory authority or affecting Governmental Authority which will affect the rights performance of creditors generally. (vi) No consent of any person not a party to its obligations under this Agreement and no consent that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or Governmental Authority or judicial authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any governmental authority is required rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to be obtained on an Issue) Regulations, 1994, as amended, and the part of any of them in connection with or resulting from the execution or performance terms and conditions of this Agreement. 8.6 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.7 Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks hereby, severally and not jointly, in their respective capacities, as applicable, represents and warrants, on behalf of itself and its Correspondent Banks, to the BRLMs, the Company and the Selling Shareholders that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, Refund Bank, the Public Offer Account Bank and the Sponsor Bank, as the case may be, and discharge its duties and obligations under this Agreement. 8.8 The Sponsor Banks and the Registrar to the Offer shall extend all co-operation and support to the BRLMs in identifying the Relevant Intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding four (vii4) Working Days from the Bid/Offer Closing Date. 8.9 None of them the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their Affiliates has incurred respective directors, officers, employees, agents, or representatives, or any obligation other person associated with or liabilityacting on behalf of any of the foregoing has, contingent directly or otherwiseindirectly, for brokers' taken or finder's fees failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the matters registration of the Equity Shares under the U.S. Securities Act, or would render invalid (for the purpose of the sale of Equity Shares), the exemption from the registration requirements of the U.S. Securities Act provided for by section 4(a) thereof or by Regulation S thereunder. 8.10 Each of the BRLMs, severally and not jointly, represents and warrants that: (a) SEBI has granted to it a certificate of registration to act as a merchant banker in accordance with the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 and such certificate is valid and is in existence as on the date of this Agreement and each of the BRLMs confirm that it will immediately inform the Company and the Selling Shareholders of any change in its validity of certificate of registration; and (b) this Agreement has been duly authorized, executed and delivered by it and constitutes valid and legally binding obligation on such BRLM in accordance with the terms of this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.

Representations and Warranties and Covenants. (a) Representations To induce CAM to purchase the Accounts from Seller with full knowledge that the truth and Warranties accuracy of CCIthe following are being relied upon by CAM in the purchase of the Accounts and payments of the Purchase Price, SGIC Seller represents, warrants and SGI Holding. CCI, SGIC covenants to CAM and SGI Holding jointly and severally represent and warrant agrees that: (a) Seller (i) Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of NevadaCalifornia, and qualified to operate in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. all jurisdictions where required; and (iiiii) Each of them has full legal power and right to carry on its business as such is now being conducted and as proposed to be conducted. Each of them has the legal power requisite capacity and right under the laws of the Yukon Territory, Nevada authority to execute and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform deliver this Agreement and the transactions other agreements contemplated hereby; and that the consummation of hereunder, to consummate the transactions contemplated by hereby and thereby, and to perform its obligations hereunder and thereunder; (b) this Agreement will and all other agreements contemplate hereunder have been duly executed, and delivered by Seller and are valid and legally binding obligation of Seller, enforceable against Seller in accordance with their terms; (c) neither violate the entering into of this Agreement nor be in conflict with: (A) any provision the sale of the Articles Accounts nor the performance by the Seller of Continuation any of its other obligations under this Agreement and the other agreements contemplated hereunder will contravene, breach or Bylaws result in any default under the incorporation or other organizational documents of CCIthe Seller or in any material respect of any term or condition under any mortgage, the Articles of Incorporation lease, agreement, license, permit, statute, regulation, order, judgement, decree or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument law to which any of them the Seller is a party or by which the Seller may be bound; (d) Xxxxxx is the sole and absolute owner of each Account and has the full legal right to make said sale, assignment and transfer thereof hereunder; (e) the Face Value on each Account is as set forth on Schedule 1 and such amounts are not in dispute; (f) the payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of them Seller with regard to such Account have been fulfilled by Seller; (g) there are no defenses, offsets, recoupments or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable counterclaims with respect to any of them or the Accounts and no agreement has been made under which any account debtor with respect any of their Affiliates as a party in interest the Accounts, may claim any recoupment, deduction or any lawdiscount; (h) upon purchase, rule or regulation applicable Seller will convey to CAM good and marketable title to each Account free and clear of all liens and encumbrances which shall thereafter be the sole and exclusive property of CAM; (i) none of the account debtors with respect to any of them the Accounts is insolvent as that term is defined in the United States Bankruptcy Code; (j) all Accounts now existing or hereafter arising shall comply with each and every one of the representations, warranties, covenants and agreements referred to in this paragraph and as otherwise supplemented pursuant to this Agreement; (k) no Account is evidenced by a note or other instrument; (l) Seller will not, during the term of this Agreement, sell, transfer, pledge a security interest or hypothecate any of their Affiliates; or its Accounts to any party other than CAM. Xxxxxx agrees to reimburse CAM for actual out-of-pocket costs related to credit reports and UCC filings and searches incurred by CAM (Dand its agents, representatives and counsel) any document, agreement or other arrangement creating or relating to in connection with this Agreement; (m) Seller is solvent and the creation or existence execution and performance under this Agreement has been duly authorized by all necessary corporate action and is not in contravention of any of them Seller’s governing documents or any of their Affiliates.agreement by which Seller is bound under applicable law; (ivn) The executionEach Account purchased by CAM shall be the property of CAM and shall be collected by CAM pursuant to the terms of this Agreement but, delivery as indicated herein, if for any reason payment of an Account should be paid to Seller, Seller shall promptly notify CAM of such payment, shall hold any check, drafts, or monies so received in trust for the benefit of CAM and performance shall promptly endorse, transfer and deliver the same to CAM as provided in Section 2.3 (a)(ii); (o) Seller’s place of business is the one set forth at the beginning of this Agreement and is the transactions contemplated hereby have been duly and validly authorized place where records concerning all Accounts are kept by all requisite corporate action on the part of each of them.Seller; (vp) This Agreement Seller will not change the state of its registration or formation or its corporate or legal name or the place where the records concerning all accounts are kept or add an additional such place, in each case without CAM’s prior written consent; (q) There are no judgments outstanding affecting Seller or any of its property and there are no suits, proceedings, claims, demands or government investigations now pending or threatened against Seller or any of its property; (r) As of the Effective Date, Seller is not in default or breach, nor shall any event shall have occurred or failed to occur which with the passage of time or service of notice constitute a default or breach, under any loan agreement, indenture, mortgage or other material agreement to which Seller is a valid and binding obligation party and (s) Seller is not in violation of each of them and is enforceable in accordance with its terms against each of themany law, subject to and limited by the effect of applicable bankruptcyordinance, insolvencyrule, fraudulent transfer or conveyanceorder, reorganization, receivership, moratorium regulation or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (vi) No consent of any person not a party to this Agreement and no consent requirement of any governmental authority is required to be obtained on the part of entity (whether federal, state or local) or any of them in connection with agency or resulting from the execution or performance of this Agreementinstrumentality thereof. (vii) None of them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the matters provided for in this Agreement, and if any such obligation or liability exists, it shall be the sole obligation of such party or its Affiliate. (viii) None of the statements, representations or warranties made by any of them in this Agreement or in any exhibit or certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or omits to state any material fact necessary to be stated in order to make the statements, representations or warranties contained herein or therein not materially misleading.