Common use of Representations and Warranties of the Parties Clause in Contracts

Representations and Warranties of the Parties. Each of the parties hereto hereby represents and warrants to each of the other parties on the date hereof and as of the Closing as follows: (a) Such party is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such party has the full power, authority and legal right to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement, the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto hereby Covered Person severally represents and warrants to each of the other parties on the date hereof and as of the Closing as followsfor himself that: (a) Such party Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) good, valid and marketable title to the shares of Common Stock subject to the General Transfer Restrictions set forth in Section 2.1(a) (or, with respect to Designated Senior Officers, subject to the Special Transfer Restrictions set forth in Section 2.1(b)), free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, an agreement with the Company by which such Covered Person is bound and to which the shares of Common Stock are subject or as permitted by the policies of GS Inc. in effect from time to time; (b) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) the right to vote pursuant to Section 4.1 of this Agreement all shares of Common Stock of which the Covered Person is the Sole Beneficial Owner; and (c) (if the Covered Person is other than a natural person, with respect to subsections (i) through (x), and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and such Covered Person’s formation; (ii) such Covered Person has all requisite full right, power and authority to conduct its business as it is now being conducted enter into and is proposed to be conducted.perform this Agreement; (biii) Such the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person; (iv) the person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (v) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles); (vi) neither the execution and delivery of this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which such Covered Person is a party or by which the assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Person, if such Covered Person is other than a natural person), or constitutes a default under any of the foregoing, or violates any law or regulation; (vii) such Covered Person has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the full powerspouse of such Covered Person with respect to the interest of such spouse in the shares of Common Stock of such Covered Person if the consent of such spouse is required), authority and legal right required to execute, deliver and perform permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein. The execution; (viii) there are no actions, delivery and suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person’s assets in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this Agreement; (ix) the performance of this Agreement and the consummation will not violate any order, writ, injunction, decree or demand of the transactions contemplated herein have been duly authorized by all necessary actionany court or federal, corporate state, municipal or otherwiseother governmental department, of commission, board, bureau, agency or instrumentality to which such party. This Agreement has been duly executed and delivered Covered Person is subject; and (x) no statement, representation or warranty made by such party and constitutes its legal, valid and binding obligation, enforceable against it Covered Person in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement, the performance nor any information provided by such party Covered Person for inclusion in a report filed pursuant to Section 6.3 hereof or in a registration statement filed by GS Inc. contains or will contain any untrue statement of its obligations hereunder and a material fact or omits or will omit to state a material fact necessary in order to make the consummation of statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person severally agrees for himself that the transactions contemplated herein by such party does not and will not violate (i) any foregoing provision of its by-lawsthis Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any and he shall take all actions as shall from time to have a material adverse effect upon time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such party’s ability to enter into this Agreement or to perform its obligations hereunderrepresentations shall be true and correct during that period. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto hereby Covered Person severally represents and warrants to each of the other parties on the date hereof and as of the Closing as followsthat: (ai) Such party such Covered Person has (and with respect to Covered Shares to be acquired in the future, will have) good, valid and marketable title to the Covered Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, another agreement with the Company, or any other agreement with another person with respect to which the Company has expressly agreed to in writing, by which such Covered Person is bound and to which the Covered Shares are subject; (ii) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law)); (iii) there are no actions, suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person’s assets in any court or before or by any federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform or comply with this Agreement; (iv) such Covered Person understands that his ability to transfer the Covered Shares is subject to legal and contractual restrictions and that the Covered Shares have not been registered under the United States Securities Act of 1933, and that he is holding the Covered Shares for his own account, for investment, and not for distribution, assignment or resale to others, and no other person has any direct or indirect beneficial interest in such shares (other than the Company or at the express written consent of the Company); and (v) no statement, representation or warranty made by such Covered Person in this Agreement, nor any information provided by such Covered Person for inclusion in a report filed pursuant to Section 4.5 hereof or in a registration statement filed by the Company contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person that is not a natural person additionally and severally represents and warrants that: (i) such Covered Person is duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and such Covered Person’s formation; (ii) such Covered Person has all requisite full right, power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such party has the full power, authority and legal right to execute, deliver enter into and perform this Agreement Agreement; and (iii) the execution and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation performance of the transactions contemplated herein have been duly authorized by all necessary actionauthorized, corporate or otherwise, and no further proceedings on the part of such party. This Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party Covered Person. Each Covered Person severally agrees that the foregoing provisions of this AgreementArticle III shall be continuing representations and warranties of such Covered Person during the period that such person shall be a Covered Person and Common Shares of such person shall be Covered Shares, the performance by and such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any Covered Person shall take all actions as shall from time to have a material adverse effect upon time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such party’s ability to enter into this Agreement or to perform its obligations hereunderrepresentations and warranties shall be true and correct during such period. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each 7.1 Representations and Warranties of the parties hereto THVOW THVOW hereby represents and warrants to each of the other parties on the date hereof SESHK and as of the Closing ICCDI as follows: (a) Such party THVOW is a listed company duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted PRC and is proposed in compliance with all conditions required to be conductedmaintain its status as an enterprise legal person under the laws of the PRC. (b) Such party THVOW has submitted to SESHK and ICCDI a valid, true and complete copy of its current business license. (c) THVOW has taken all appropriate and necessary actions to (i) empower its legal representative or such other duly authorized representative whose signature is affixed hereto to sign this Contract and all of the full poweragreements contemplated herein to which it is a party, authority (ii) authorize the execution and legal right delivery of this Contract and all of the agreements contemplated herein to executewhich it is a party, deliver and perform (iii) authorize the performance and observance of the terms and conditions of this Agreement Contract and to consummate all of the transactions agreements contemplated herein. (d) THVOW has obtained all licenses, permits, consents, approvals and authorizations necessary for the valid execution and delivery of this Contract and all of the agreements contemplated herein to which it is a party; provided, however, that this Contract shall be subject to the approval of the Examination and Approval Authority or other authority before the it may become effective. (e) Upon the approval of the Examination and Approval Authority, this Contract shall constitute the legal, valid and binding obligation of THVOW and is enforceable against THVOW in accordance with the terms herein. The TSEC JV Contract amended in August 18, 2017 11 (f) THVOW's execution, delivery and performance of this Agreement and Contract or any of the consummation other agreements contemplated herein will not violate any of the constitutional documents, any other agreement or obligation of THVOW or its Affiliates, or currently effective law, regulation or decree of China that may be applicable to any aspect of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallyhereunder. (cg) The execution All information supplied to SESHK and delivery ICCDI by such party THVOW in relation to this Contract, including information concerning the business and financial status of this AgreementTHVOW and any relevant assets, the performance by such party of its obligations hereunder inventories and the consummation outstanding contractual arrangements with their respective suppliers and customers, is true and correct in all material respects, whether any of the transactions contemplated herein same has been verified or audited by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a an independent third party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subjectnot. (dh) Except to the extent provided THVOW is in the Securities Purchase Agreementcompliance in all material respects with all applicable laws, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party including in connection with the execution, delivery or enforceability operation of this Agreement or the consummation its business. THVOW has not received written notice of any material violation of any law, or any potential legal liability, relating to the operation of its business. (i) THVOW is not in default under, and, to the knowledge of THVOW, no condition exists that with notice or lapse of time or both would constitute a default or could give rise to a right of early termination, cancellation or accelerated termination under, any license, permit, consent, approval or authorization held by THVOW prior to the expiration of its terms. (j) THVOW is not the subject of any existing, pending, threatened or contemplated (i) bankruptcy, insolvency or other debtor’s relief proceeding, or (ii) litigation, claim, action, suit or other judicial or administrative proceeding, which could adversely affect THVOW’s right or ability to enter into this Contract or to consummate the transactions contemplated herein. (ek) Such party is not currently in violation THVOW agrees that the Company shall be liable for the payment of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunderthe Sub-license Royalty To GTI under the sub-license Project. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto 8.1 The Promoter hereby represents and warrants to each of the other parties on the date hereof and as of the Closing Allottee as follows: (a) Such party The Promoter is validly constituted and organized in accordance with law in India and the person(s) negotiating and finalizing this Agreement are duly organized or incorporated, validly existing authorized person in accordance with delegation and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedauthority. (b) Such party The Promoter has absolute, clear and marketable title with respect to the Said Land; the requisite rights to carry out development upon the Said Land and absolute, actual, physical and legal possession of the Said Land for the Project; (c) There are no encumbrances upon the Plot; (d) All approvals, licenses, sanctions and permission issued by the competent authorities with respect to the Project or phase(s), as the case may be, as well as for the industrial Plot being sold to the allottee(s) are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times as per the license conditions, remain to be in compliance with all applicable laws in relation to the Project(s) or phase(s), as the case may be. (e) The Promoter has the full power, authority and legal right to execute, deliver and perform enter into this Agreement and has not committed or omitted to consummate perform any act or thing, whereby the transactions right, title and interest of the Allottee created herein, may prejudicially be affected; (f) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the Plot for Industrial/ any other usage which will, in any manner, affect the rights of Allottee under this Agreement. (g) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Plot to the Allottee in the manner contemplated herein. in this Agreement; (h) At the time of execution of the Sale Deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the Plot to the Allottee; (i) The executionPromoter has duly paid and shall continue to pay and discharge all governmental dues, delivery rates, charges and performance taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Project to the competent Authorities till the offer of possession or conveyance deed of Plot has been issued, as the case may be and as per the provisions of the Haryana Development and Regulation of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, rules thereof, equipped with all the specifications, amenities ,facilities as per the agreed terms and conditions; Save and except the Government Charges as contemplated in Clause 1.9 of this Agreement above . 8.2 The Allottee hereby represents, warrants and undertakes to the Promoter that: (a) The Allottee is validly constituted and organized in accordance with law in India and has due permission and authority to carry on its business; (b) The Allottee confirms that the Allottee has entered into this transaction with the full knowledge and understanding of this Agreement and subject to all the consummation laws and notifications and rules applicable to this area, for environment clearance received for this project/ related compliances from HSPCB/ SEAC/ SEIAA/ MOEF/ relevant Governmental Authority and revised from time to time and that the Allottee has familiarized itself with all the aforesaid and other applicable agreements, approvals, arrangements, undertakings, conditions on inspection of the transactions contemplated herein have been duly authorized documents with the Promoter and will submit the requisite six monthly compliance report of the Environmental Clearance conditions along with the Environmental monitoring reports through approved laboratory, as per the format of MoEF provided by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallythe Promoter. (c) The execution person(s) negotiating and delivery by such party executing this Agreement on behalf of the Allottee and finalizing the sale transaction in terms of this Agreement, the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subjectAgreement are duly authorized. (d) Except The Allottee has the requisite financial capability to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of consummate the transactions contemplated hereinherein and has the financial capacity to pay the Total Price to the Promoter for purchasing the Plot. (e) Such party is not currently The Allottee represents and undertakes to do compliance with all applicable laws (including obtaining the required approvals and pay the respective charges for the same) while carrying out its operations on the Plot and abide by all norms and conditions of licenses, zoning plan, notifications, rules, bye-laws and/or any other approval. The Allottee shall construct its facility on the Plot and maintain the open areas, green areas, ground coverage, Floor Area Ratio (FAR), Floor Space Index (FSI), in violation accordance with the applicable laws. after obtaining all necessary approvals for establishing an industrial unit including site and building plan, and environment approvals and pay the respective charges for the same and will comply with all the conditions as envisaged in the license for Industrial Colony granted by Directorate of any lawTown & Country Planning, ruleHaryana (f) Subject to the Promoter formulating the development control and services guidelines, regulationthe Allottee shall be bound to comply with the guidelines as framed by Promoter for development. (g) The Allottee undertakes to bear and pay all taxes and duties, judgmentand/or such other levies for consummating the transaction contemplated under this Agreement. (h) The Allottee undertakes to pay to the Promoter, order the applicable Government Charges in the same proportion as the area of the Plot bears to the total area of the Project, on which such Government Charges have been paid, as calculated by the Promoter on gross area basis. The amount payable will thus be - Amount payable / (1 – x), where ‘x’ stands for the percentage of the land to be used for common area development as per the last approved layout plan. (i) The Allottee undertakes in relation to the Plot to ensure that it will abide by all the applicable laws and meet all obligations pertaining to compliance / monitoring reports pertaining to environment, energy conservation, ground water extraction, rainwater harvesting, use of renewable energy as stipulated in the various approvals received by the Promoter as well as the various approvals and conditions of the Licenses mentioned in this Agreement, received by Promoter in respect of the Industrial Colony. The Allottee in relation to the Plot undertakes the following: (j) Take necessary measures for undertaking primary treatment of sewerage/ effluent generated by it to the specifications provided by the Promoter before disposal of effluents/ sewage and also make arrangement for disposal of sewerage in the external sewerage system established by the Promoter as per the state and central environment norms. The Allottee will pay for the treatment charges levied by the Promoter for treatment of such effluent/ sewage generated by the Allottee to meet the requirements of recycled water/ for final disposal into a public drain as per applicable laws (k) Undertake solid/municipal waste management measures as may be directed by the Haryana State Pollution Control Board/local authorities for the Demised Plot. (l) Ensure installation of a Solar Photovoltaic Power Plant as per provisions contained in the notification no. 22/52/2005-5 power dated 03.09.2014 or decree, which violation could reasonably be expected at any as applicable from time to have time of the Renewable Energy Department, Haryana (m) Comply with any other condition as notified by Haryana Government/ Government of India for this Industrial Colony of Promoter as deemed necessary from time to time. (n) Not to encroach upon any revenue rasta falling in the licensed area of the Promoter. (o) Make sufficient arrangement for rain water harvesting system and re-charging of the ground water table to minimize water run-off in the Plot as per Central Ground Water Authority/ Haryana Government norms/ as applicable from time to time. (p) Make sufficient provision of LED fittings for internal lighting as well as for campus lighting in the complex. (q) Submit an application and obtain necessary approvals from the forest department for felling trees, if any required. (r) The Promoter is undertaking development of the Industrial Colony as per the terms of the Licenses received by it within the purview of the Haryana Development and Regulations of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, and the Rules thereunder and the policies of the Government of Haryana, as made applicable from time to time. The Allottee agrees to construct the minimum of twenty five percent (25%) of the permissible covered area of the factory premises within a material adverse effect upon period of four (4) years from the date of execution of the sale deed. In the event, the Allottee is likely to fail in achieving such party’s ability construction/ commercial operations, it shall inform the Promoter thereof, and the Promoter and the Allottee shall negotiate in good faith about the possible counter measures to enter into this Agreement or be adopted. However, if the Allottee fails to perform its obligations hereunderwith respect to such counter measures, the Allottee shall be under an obligation to re-convey the Plot to the Promoter, upon first demand by the Promoter and at the option of the Promoter, at 90% (ninety per cent) of the Sale Consideration by the Promoter as per this Agreement to the Allottee. The Allottee shall, without any protest, demur or cavil, pay the requisite stamp duty, registration charges and other incidental costs incurred on such re-conveyance to the Promoter and shall take all further actions and steps necessary to carry out the re-conveyance of the Plot in favour of Promoter. (fs) There is no pending legal actionThe Allottee shall file an annual information report with the Promoter with regard to the performance of Allottee’s unit / business on the Plot, suit viz. annual turnover, export turnover, employment in the unit, taxes paid, products manufactured, etc., in the prescribed format of the report as provided by the Promoter. (t) The Allottee further represents and undertakes that in the event the Allottee intends to sell, lease, convey, assign and/or transfer the Plot (“Transfer”) after the execution of sale deed, to the third party or proceeding person (“Transferee”) it will seek prior written permission of Promoter (which will not be unreasonably withheld) and will be deemed to have been provided unless the Promoter communicates its objection within a period of 30 (thirty) days from intimation to the Allottee, provided that would materially the Allottee, has, at the time of issuing such intimation to the Promoter and adversely affect before entering into any deal / transaction, complied with the ability following conditions: i. the Allottee has paid all its dues on account of such party the maintenance charges, service charges, infrastructure charges, transfer of services charges and other amounts payable to enter into the Promoter; ii. the transferee agrees and undertakes to be bound by all the terms and conditions, including, but not limited to, all the obligations of the Allottee as per this Agreement and the Sale Deed. Further, the Allottee shall have affirmed that the activity proposed to be carried out on the Plot by the Transferee conforms with the permissible use of the Plot and does not violate the conditions contained in the Licenses/ environment approvals and/or shall not cause any nuisance to the neighbours and other occupants of the Industrial Colony; iii. the Transferee shall execute all the requisite agreements which have been executed by the Allottee, in the same form and content as executed by the Allottee, including but not limited to the common maintenance agreement, services agreements, etc., and further agrees to pay all charges as stipulated and agreed to under this Agreement. iv. The Allottee shall pay all instalments within the time period as contemplated above. If the same is not paid within the time allowed for payment thereof, such sum shall carry interest calculated at the rate of 2% (two percent) above the SBI MCLR, which shall be calculated from the date of expiry of the respective due dates, as contemplated above till the date of payment or realization thereof. If any of the instalment is not paid beyond one month of the due date as stated above, this would be considered as events of default by the Allottee and the Promoter shall terminate this Agreement. (u) The Allottee undertakes to perform its obligations hereunderuse the Plot only for the Purpose in accordance with the terms and conditions set in this Agreement and the Sale Deed(s) in respect thereof, which Sale Deed(s) shall permit the Intending Buyer to carry on such business as may be suitable for achieving the Purpose.

Representations and Warranties of the Parties. Each of the parties hereto hereby Covered Person severally represents and warrants to each of the other parties on the date hereof and as of the Closing as followsfor himself that: (a) Such party Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) good, valid and marketable title to the shares of Common Stock subject to the General Transfer Restrictions set forth in Section 2.1(a) (or, with respect to Designated Senior Officers, subject to the Special Transfer Restrictions set forth in Section 2.1(b)), free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, an agreement with the Company by which such Covered Person is bound and to which the shares of Common Stock are subject or as permitted by the policies of GS Inc. in effect from time to time; (b) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) the right to vote pursuant to Section 4.1 of this Agreement all shares of Common Stock of which the Covered Person is the Sole Beneficial Owner; and (c) (if the Covered Person is other than a natural person, with respect to subsections (i) through (x), and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and such Covered Person's formation; (ii) such Covered Person has all requisite full right, power and authority to conduct its business as it is now being conducted enter into and is proposed to be conducted.perform this Agreement; (biii) Such the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person; (iv) the person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (v) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles); (vi) neither the execution and delivery of this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which such Covered Person is a party or by which the assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Person, if such Covered Person is other than a natural person), or constitutes a default under any of the foregoing, or violates any law or regulation; (vii) such Covered Person has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the full powerspouse of such Covered Person with respect to the interest of such spouse in the shares of Common Stock of such Covered Person if the consent of such spouse is required), authority and legal right required to execute, deliver and perform permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein. The execution; (viii) there are no actions, delivery and suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person's assets in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this Agreement; (ix) the performance of this Agreement and the consummation will not violate any order, writ, injunction, decree or demand of the transactions contemplated herein have been duly authorized by all necessary actionany court or federal, corporate state, municipal or otherwiseother governmental department, of commission, board, bureau, agency or instrumentality to which such party. This Agreement has been duly executed and delivered Covered Person is subject; and (x) no statement, representation or warranty made by such party and constitutes its legal, valid and binding obligation, enforceable against it Covered Person in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement, the performance nor any information provided by such party Covered Person for inclusion in a report filed pursuant to Section 6.3 hereof or in a registration statement filed by GS Inc. contains or will contain any untrue statement of its obligations hereunder and a material fact or omits or will omit to state a material fact necessary in order to make the consummation of statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person severally agrees for himself that the transactions contemplated herein by such party does not and will not violate (i) any foregoing provision of its by-lawsthis Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any and he shall take all actions as shall from time to have a material adverse effect upon time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such party’s ability to enter into this Agreement or to perform its obligations hereunderrepresentations shall be true and correct during that period. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto (a) hereby represents and warrants to each of the other parties on the date hereof and as of the Closing Sun Hill as follows: (ai) Such party is duly organized that the sale and/or use of the Agreement Products, to the best of knowledge, does not infringe any patent, trademark, copyright, trade secret or incorporatedother intellectual property right of any third party; (ii) that it will comply with all applicable laws relating to the manufacture, validly existing sale and distribution of the Agreement Products; (iii) that the Agreement Products shall be of good and merchantable quality; (iv) that it will refer all sales inquiries regarding the sale of Seasonal Products in the Territory to Sun Hill for processing and fulfillment; (v) that it will deliver all of the Agreement Products in a timely fashion and in good standing under the laws event delivery is not made by the date required by Sun Hill as a final date, then Sun Hill shall have the right to find a replacement source of supply (within or without Asia) for the Agreement Products that were the subject of the jurisdiction of its organization or incorporation and late delivery; (vi) that it has all requisite full power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such party has the full power, authority and legal right to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated hereinhereby. This Agreement constitutes the valid, legal and binding obligations of in accordance with their respective terms. The execution, delivery and performance execution of this Agreement and the consummation of the transactions contemplated herein have been duly authorized will not result in any breach of any terms, conditions or provisions of or constitute a default under or conflict with any agreement or other instrument to which is a party or by which may be bound. (b) Sun Hill hereby represents and warrants to as follows: (i) that the sale and/or use of any of the Seasonal Products in Sun Hill's product lines, to the best of Sun Hill's knowledge, do not infringe any patent, trademark, copyright, trade secret or other intellectual property right of any third party; (ii) that it will comply with all necessary actionapplicable laws relating to the manufacture, corporate or otherwise, sale and distribution of such partySeasonal Products in the Sun Hill product lines; (iii) that Sun Hill's Seasonal Products shall be of good and merchantable quality; (iv) that it has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such party and constitutes its legalthe valid, valid legal and binding obligation, enforceable against it obligations of Sun Hill in accordance with its their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) . The execution and delivery by such party of this Agreement, the performance by such party of its obligations hereunder Agreement and the consummation of the transactions contemplated herein by such party does not and will not violate (i) result in any provision breach of its by-lawsany terms, charter, articles conditions or provisions of association, partnership or constitute a default under or conflict with any agreement or other similar governing or organizational document, (ii) any provision of any material agreement instrument to which it Sun Hill is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subjectSun Hill may be bound. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto hereby 2.1 The Purchaser represents and warrants to each of the other parties on Vendor, with the date hereof and as of knowledge that the Closing as followsVendor is relying upon same in entering into this Agreement that: (a) Such party it is a body corporate duly organized or incorporated, organized and validly existing and in good standing subsisting under the laws of the jurisdiction of its organization or incorporation and incorporating jurisdiction; (b) it has all requisite full power and authority to conduct carry on its business as and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (c) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which it is now being conducted a party; (d) the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of laws of any jurisdiction applicable or pertaining thereto or of its constating documents; and (e) no proceedings are pending for, and the Purchaser is proposed unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties. 2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be conductedwaived by the Vendor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in paragraph 2.1 will survive the execution and delivery of this Agreement. 2.3 The Vendor represents and warrants to the Purchaser, with the knowledge that the Purchaser is relying on same in entering into this Agreement that: (a) it is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; (b) Such party it has the full power, power and authority to carry on its business and legal right to execute, deliver and perform enter into this Agreement and any agreement or instrument referred to consummate or contemplated by this Agreement; (c) except for the Option Agreement, neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated herein. The will conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (d) the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (e) no proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties; (f) except for the Option Agreement, the Vendor is the sole legal and/or equitable owners of the Property and the Property is free and clear of, and from, all liens, security interests, charges and encumbrances (each, an “Encumbrance”) and is not subject to any judgment, order or decree entered in any lawsuit or proceeding; (g) except for the Option Agreement, neither the execution, delivery and performance of this Agreement and Agreement, nor the consummation of the transactions contemplated herein have been duly authorized by all necessary Sale, will conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Property or other instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Property; (h) to the knowledge of the Vendor, there is no basis for and there is no action, corporate suit, judgment, claim, demand or otherwiseproceeding outstanding or pending, of such party. This Agreement has been duly executed or threatened against or affecting the Property that, if adversely resolved or determined, would have a material adverse effect on the Property (a “Material Adverse Effect”) and delivered by such party and constitutes its legalthere is no reasonable basis for any claim or action that, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement, based upon the performance by such party likelihood of its obligations hereunder being asserted and the consummation of the transactions contemplated herein by its success if asserted, would have such party does not and will not violate a Material Adverse Effect; (i) the Vendor holds all permits, licences, consents and authorities issued by any provision of its by-laws, charter, articles of association, partnership agreement government or other similar governing or organizational document, (ii) any provision of any material agreement to governmental authority which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party are necessary in connection with the executionownership of the Property; (j) the Property has been properly staked, delivery located and recorded pursuant to the applicable laws and regulations of the State of Nevada and applicable federal laws thereto and all mining claims comprising the Property are in good standing; (k) except for the Option Agreement, there are no outstanding agreements or enforceability options to acquire the Property or any portion or interest thereof, and no person, firm or corporation, other than the Vendor, has any proprietary or possessory interest in the Property; (l) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of same and is not aware of any basis on which any such orders or direction could be made; (m) the Vendor’s ownership of the Property is in compliance with, is not in default or violation in any material respect under, and the Vendor has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with the Vendor’s ownership of the Property; (n) the Vendor has duly filed all reports and returns required to be filed with governmental authorities and have obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of the Vendor, threatened, and none of them will be adversely affected by the entry into this Agreement or the consummation of the Sale; (o) the Vendor has held the Property in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendor has not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore; (p) there is no adverse claim or challenge against or to the ownership of or title to any part of the transactions contemplated herein.Property and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property; (eq) Such party is not currently in violation the Vendor has advised the Purchaser of all of the material information relating to the mineral potential of the Property of which it has knowledge; (r) no filing or registration with, no notice to and no permit, authorization, consent, or approval of any law, rule, regulation, judgment, order public or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into governmental body or authority or other person or entity is necessary for the consummation of the Sale contemplated by this Agreement or to perform its obligations hereunderenable the Purchaser to purchase the Property on the Closing Date; (s) there are no mine workings or waste dumps or mine tailings on the Property; and (t) the Property is not subject to any mining royalties imposed by the State of Nevada, or any federal, municipal or local authority, which are beyond the control of the Vendor. (f) There is no pending legal action2.4 The representations and warranties contained in paragraph 2.3 are provided for the exclusive benefit of the Purchaser, suit and a breach of any one or proceeding that would materially more representations or warranties may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and adversely affect the ability representations and warranties contained in paragraph 2.3 will survive the execution and delivery of such party to enter into this Agreement or to perform its obligations hereunderAgreement.

Representations and Warranties of the Parties. Each of the parties hereto hereby represents (a) Ventiv represents, warrants and warrants to each of the other parties on the date hereof and as of the Closing as followscovenants that: (ai) Such party is duly organized or incorporatedit shall perform the Services in a professional, validly existing workmanlike manner and in good standing under the laws of the jurisdiction of its organization or incorporation accordance with those specifications which Ventiv and has all requisite power Client agree to (in writing), and authority to conduct its business as it is now being conducted and is proposed to be conducted.any timelines agreed upon (in writing); (bii) Such party has the it shall maintain in full powerforce and effect all necessary licenses, authority permits, approvals (or waivers) and legal right authorizations required by law to execute, deliver and perform carry out its obligations under this Agreement and to consummate any Project Order; (iii) the transactions contemplated herein. The execution, delivery and performance of this Agreement by Ventiv and the consummation of the transactions transaction(s) contemplated herein have hereby has been duly authorized by all necessary requisite corporate action, corporate or otherwise, of such party. This ; that the Agreement has been duly executed and delivered by such party and constitutes its the legal, valid valid, and binding obligationobligation of Ventiv, enforceable against it in accordance with its terms, subject terms (except to applicable the extent enforcement is limited by bankruptcy, insolvency and similar insolvency, reorganization or other laws affecting creditors’ ' rights generally. (c) The execution generally and delivery by such party general principles of equity); and that this Agreement, the Agreement and performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) or constitute a breach under any provision organizational document of its by-lawsVentiv or any contract, charterother form of agreement, articles of association, partnership agreement or other similar governing judgment or organizational document, (ii) any provision of any material agreement order to which it Ventiv is a party or by which it is bound or bound; (iiiiv) the personnel assigned to perform Services rendered under this Agreement and any law, rule, regulation, judgment, order or decree Project Order shall be capable professionally and duly qualified to which perform the Services hereunder and in each Project Order; (v) it is subjectnot a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and that during the Term of this Agreement, it will not enter into any agreement to provide services which would in any way prevent it from performing the Services under this Agreement; and (vii) the Services shall be provided in compliance with all statutes, federal and state applicable laws, ordinances, rules or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”), the Medicare/Medicaid anti-kickback statute, the False Claims Act (“FCA”), the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and similar state laws, rules and regulations (collectively, “Applicable Law”). (db) Except to the extent provided in the Securities Purchase AgreementClient represents, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with warrants and covenants that: (i) the execution, delivery or enforceability and performance of this Agreement or by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Client, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to which Client is a party or by which it is bound; (ii) Client shall apply the transactions contemplated hereindegree of skill and care necessary to provide Ventiv with the information and materials necessary for Ventiv to provide the Services and deliverables that will be of high quality, proper and sufficient for the purpose contemplated, and in accordance with the standards of care and diligence regularly practiced by pharmaceutical companies contracting to receive the same or similar services. (eiii) Such party Client shall ensure all content (product or otherwise), materials, documentation and information provided by it to Ventiv are in compliance with all Applicable Law; (iv) Client's trademarks are owned by or licensed to Client and its products are either owned by Client or Client has all lawful authority necessary to market and sell such products. Client represents and warrants that its trademarks, trade names and trade dress do not infringe on any intellectual property or product marketing rights of any other person or entity. Client further represents and warrants that the promotion of any Client product by Ventiv does not infringe on any intellectual property or product marketing rights of any other person or entity; (v) it is not currently in violation a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and any Project Order and that during the Term of this Agreement and any lawProject Order, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to it will not enter into any agreement which would in any way prevent or restrict Ventiv from performing the Services under an applicable this Agreement; Page3 of 13 (vi) it is solely responsible for reviewing and approving Client's product promotional materials and literature and for ensuring all such materials comply with Applicable Law; and (vii) in connection with its obligations and responsibilities set forth in this Agreement or to perform and a Project Order, Client and its obligations hereunderemployees and agents shall comply with Applicable Law. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. 4.1 Each of the parties hereto Birch Hill Entities hereby solidarily represents and warrants to each the Parent and the Purchaser as follows and acknowledges that the Parent and the Purchaser are relying upon these representations and warranties in connection with the entering into of this Agreement and the other parties on the date hereof and as of the Closing as followsArrangement Agreement: (a) Such party it has been duly formed and is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation formation and has all requisite necessary power and authority to conduct execute and deliver this Agreement and to perform its business as it is now being conducted and is proposed to be conducted.obligations hereunder; (b) Such party has the full power, authority execution and legal right to execute, deliver and perform delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized and no other corporate proceedings on its part are necessary to consummate the transactions contemplated herein. The execution, delivery and performance of authorize this Agreement and the consummation performance of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This its obligations hereunder; (c) this Agreement has been duly executed and delivered by such party it and, assuming the due authorization, execution and delivery by the Parent and the Purchaser, constitutes its a legal, valid and binding obligation, enforceable by the Parent and the Purchaser against it each of the Birch Hill Entities in accordance with its terms, subject to applicable except as enforcement may be limited by bankruptcy, insolvency and similar other laws affecting creditors’ the rights generally.of creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (cd) The other than as provided in the Arrangement Agreement with respect to the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Transaction; (e) it is the sole legal and/or beneficial owner of the number of Subject Shares and principal amount of Subject Convertible Debentures listed opposite its name on Schedule A to this Agreement; (f) it currently has, and as of the Company Meeting, will have, the sole right to vote (or cause to be voted) and dispose (or direct the disposition of) all the Subject Shares, and all the Subject Securities are, and immediately prior to the Effective Time will be (other than any Subject Shares Transferred following the Company Meeting in accordance with Section 3.1(d)), legally and/or beneficially owned solely by it with good and marketable title thereto, free and clear of any and all Liens of any nature or kind whatsoever; (g) none of the Subject Securities is subject to any voting trust, agreement, arrangement or restriction with respect to the voting of such Subject Securities, including the granting of any proxy or power of attorney with respect thereto, that would prevent or delay its ability to perform its obligations hereunder; (h) no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Parent and the Purchaser pursuant to this Agreement; (i) none of the execution and delivery by such party it of this Agreement, Agreement or the completion or performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein hereby or the compliance by such party does not and it with its obligations hereunder will not violate result in a breach of or constitute a default (with or without notice of lapse of time or both) under any provision of (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational documentconstating documents, (ii) any provision of any material agreement or instrument to which it is a party or by which it or any of its properties or assets is bound or bound, (iii) any lawjudgment, rule, regulation, judgmentdecree, order or decree award of any Governmental Entity, or (iv) any Law or Order, except, in each case, as would not reasonably be expected, either individually or in the aggregate, to which it is subject.materially impair the ability of the Birch Hill Entities to perform their obligations hereunder; (dj) Except (i) the only securities of the Company owned, directly or indirectly, or over which control or direction is exercised, by it are those listed on Schedule A to this Agreement opposite its name, and (ii) it has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by it or transfer to it of additional Shares or Convertible Debentures (other than pursuant to the extent provided terms of the Convertible Debentures in effect on the Securities Purchase Agreementdate hereof and the pre-emptive rights contemplated in that certain amended and restated investor rights agreement, made as of March 15, 2022, between the Company and each of the Birch Hill Entities); (k) there are no consentActions in progress or pending or, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation knowledge of any Birch Hill Entity, threatened against it or any of the transactions contemplated herein. its affiliates that would materially adversely affect in any manner (ei) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s its ability to enter into this Agreement or and to perform its obligations hereunder, or (ii) its title to, or ownership of, any of the Subject Securities; and (l) it understands and acknowledges that the Parent and the Purchaser are entering into the Arrangement Agreement in reliance upon the Birch Hill Entities’ execution and delivery of this Agreement. 4.2 Each of the Parent and the Purchaser hereby solidarily represents and warrants to the Birch Hill Entities as follows and acknowledges that the Birch Hill Entities are relying upon these representations and warranties in connection with the entering into of this Agreement: (fa) There it has been duly formed and is no pending legal action, suit or proceeding that would materially validly existing under the laws of the jurisdiction of its formation and adversely affect the ability of such party has all necessary power and authority to enter into execute and deliver this Agreement or and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the Birch Hill Entities, constitutes a legal, valid and binding obligation, enforceable by the Birch Hill Entities against each of the Parent and the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (d) other than as provided in the Arrangement Agreement with respect to the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Transaction; (e) none of the execution and delivery by it of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by it with its obligations hereunder will result in a breach of or constitute a default (with or without notice of lapse of time or both) under any provision of (i) its constating documents, (ii) any agreement or instrument to which it is a party or by which it or any of its properties or assets is bound, (iii) any judgment, decree, order or award of any Governmental Entity, or (iv) any Law or Order, except, in each case, as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Parent or the Purchaser to perform its obligations hereunder; and (f) it has the requisite corporate power and authority to enter into the Arrangement Agreement and to perform its obligations under the Arrangement Agreement and to consummate the transactions contemplated by the Arrangement Agreement. 4.3 The representations and warranties set forth in this Article 4 shall not survive the completion of the Transaction and will expire and be terminated at the Expiry Time.

Representations and Warranties of the Parties. 5.1. Each of the parties hereto Party hereby represents and warrants to each of the other parties on the date hereof and as of the Closing as follows: Party that: (a) Such party if the Counterparty is a legal entity, it is a company duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization incorporation; (b) it has full corporate or incorporation and has all requisite legal power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such party has the full power, authority and legal right to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery hereunder; (c) the execution and performance of this Agreement and the consummation of the transactions contemplated herein have by it has been duly authorized by all necessary actionactions, corporate or otherwise, of such party. This and this Agreement has been duly executed and delivered by such party it; and constitutes its legal, (d) this Agreement is valid and binding obligation, upon it and enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. 5.2. The Counterparty represents to eToro X and acknowledges that: (a) if it sells Tokenized Assets to eToro X, then it has good and marketable title to the Tokenized Assets, and the Counterparty has the absolute right to sell, assign, convey, transfer and deliver the Tokenized Assets. Such Tokenized Assets are and will be delivered to eToro X free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights and are free of any other limitation or restriction; (b) it has the capacity, experience and understanding necessary to enter into this Agreement, that it has not relied on any statements whether written or oral made by eToro X or any of its representative prior to entering into this Agreement and that it has obtained its own independent legal advice; (c) The execution and delivery by such party of By entering into this Agreement, the performance by such party of its obligations hereunder Counterparty represents and declares that he and only he is the consummation source of the transactions contemplated herein funds transferred to eToro X from its own personal account and that the origin of the Purchase Amount is legal and legitimate and is not related to any illegal activity. Furthermore, the Client hereby declares that Purchase Amount sent by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement him to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or eToro X were obtained by such party him in connection with a legal manner and that the execution, delivery or enforceability of this Agreement or Purchase Amount is not derived from any illegal activity; eToro X may refuse the consummation of Purchase Order even if the Counterparty fulfills any of the transactions contemplated herein. pre-condition set forth in it and that the Counterparty has no automatic right or claim to transact with eToro X on Tokenized Assets or in any other instrument; and (e) Such party is not currently in violation it has read and understood section 6 of any law, rule, regulation, judgment, order or decree, the Terms which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereundersets out important risk and other disclaimers concerning Tokenized Assets. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. 4.1 Each of the parties hereto EdgePoint Entities hereby solidarily represents and warrants to each the Parent and the Purchaser as follows and acknowledges that the Parent and the Purchaser are relying upon these representations and warranties in connection with the entering into of this Agreement and the other parties on the date hereof and as of the Closing as followsArrangement Agreement: (a) Such party it has been duly formed and is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation formation and has all requisite necessary power and authority to conduct execute and deliver this Agreement and to perform its business as it is now being conducted and is proposed to be conducted.obligations hereunder; (b) Such party has the full power, authority execution and legal right to execute, deliver and perform delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized and no other corporate proceedings on its part are necessary to consummate the transactions contemplated herein. The execution, delivery and performance of authorize this Agreement and the consummation performance of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This its obligations hereunder; (c) this Agreement has been duly executed and delivered by such party it and, assuming the due authorization, execution and delivery by the Parent and the Purchaser, constitutes its a legal, valid and binding obligation, enforceable by the Parent and the Purchaser against it each of the EdgePoint Entities in accordance with its terms, subject to applicable except as enforcement may be limited by bankruptcy, insolvency and similar other laws affecting creditors’ the rights generally.of creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (cd) The other than as provided in the Arrangement Agreement with respect to the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Transaction; (e) it is the sole legal and/or beneficial owner of the number of Subject Shares and principal amount of Subject Convertible Debentures listed opposite its name on Schedule A to this Agreement; (f) it currently has, and as of the Company Meeting, will have, the sole right to vote (or cause to be voted) and dispose (or direct the disposition of) all the Subject Shares, and all the Subject Securities are, and immediately prior to the Effective Time will be (other than any Subject Shares Transferred following the Company Meeting or otherwise in accordance with Section 3.1(d)), legally and/or beneficially owned solely by it with good and marketable title thereto, free and clear of any and all Liens of any nature or kind whatsoever; (g) none of the Subject Securities is subject to any voting trust, agreement, arrangement or restriction with respect to the voting of such Subject Securities, including the granting of any proxy or power of attorney with respect thereto, that would prevent or delay its ability to perform its obligations hereunder; (h) no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, including any right to vote, except the Parent and the Purchaser pursuant to this Agreement; (i) none of the execution and delivery by such party it of this Agreement, Agreement or the completion or performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein hereby or the compliance by such party does not and it with its obligations hereunder will not violate result in a breach of or constitute a default (with or without notice of lapse of time or both) under any provision of (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational documentconstating documents, (ii) any provision of any material agreement or instrument to which it is a party or by which it or any of its properties or assets is bound or bound, (iii) any lawjudgment, rule, regulation, judgmentdecree, order or decree award of any Governmental Entity, or (iv) any Law or Order, except, in each case, as would not reasonably be expected, either individually or in the aggregate, to which it is subject.materially impair the ability of the EdgePoint Entities to perform their obligations hereunder; (di) Except the only securities of the Company owned, directly or indirectly, or over which control or direction is exercised, by it are those listed on Schedule A to this Agreement opposite its name (excluding, for certainty, Shares over which an EdgePoint Entity does not have voting control as of the date hereof), and (ii) it has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by it or transfer to it of additional Shares or Convertible Debentures (other than pursuant to the extent provided terms of the Convertible Debentures in effect on the Securities Purchase Agreementdate hereof); (k) there are no Actions in progress or pending or, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation knowledge of any EdgePoint Entity, threatened against it or any of the transactions contemplated herein. its affiliates that would materially adversely affect in any manner (ei) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s its ability to enter into this Agreement or and to perform its obligations hereunder, or (ii) its title to, or ownership of, any of the Subject Securities; and (l) it understands and acknowledges that the Parent and the Purchaser are entering into the Arrangement Agreement in reliance upon the EdgePoint Entities’ execution and delivery of this Agreement. 4.2 Each of the Parent and the Purchaser hereby solidarily represents and warrants to the EdgePoint Entities as follows and acknowledges that the EdgePoint Entities are relying upon these representations and warranties in connection with the entering into of this Agreement: (fa) There it has been duly formed and is no pending legal action, suit or proceeding that would materially validly existing under the laws of the jurisdiction of its formation and adversely affect the ability of such party has all necessary power and authority to enter into execute and deliver this Agreement or and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the EdgePoint Entities, constitutes a legal, valid and binding obligation, enforceable by the EdgePoint Entities against each of the Parent and the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction; (d) other than as provided in the Arrangement Agreement with respect to the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement does not require any consent, approval, authorization or permit of, any action by, filing with or notification to any Governmental Entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Transaction; (e) none of the execution and delivery by it of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by it with its obligations hereunder will result in a breach of or constitute a default (with or without notice of lapse of time or both) under any provision of (i) its constating documents, (ii) any agreement or instrument to which it is a party or by which it or any of its properties or assets is bound, (iii) any judgment, decree, order or award of any Governmental Entity, or (iv) any Law or Order, except, in each case, as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Parent or the Purchaser to perform its obligations hereunder; and (f) it has the requisite corporate power and authority to enter into the Arrangement Agreement and to perform its obligations under the Arrangement Agreement and to consummate the transactions contemplated by the Arrangement Agreement. 4.3 The representations and warranties set forth in this Article 4 shall not survive the completion of the Transaction and will expire and be terminated at the Expiry Time.

Representations and Warranties of the Parties. Each 10.1 The Buyer issues to the Sellers the following representations and warranties, each of which shall be correct and true at the Execution Date: (i) BH is a company incorporated under Irish law whose shares are admitted to trading on the Nasdaq market in New York, duly incorporated and able to carry on its business, has full enjoyment of its rights and is not in a state of insolvency or liquidation; (ii) All corporate proceedings, which must be undertaken by or on behalf of the parties hereto hereby represents Buyer to authorize the Buyer to enter into this Contract, have been duly and warrants to each duly undertaken, this Contract has been duly entered into by the Buyer and constitutes a valid and binding obligation for the same. (iii) The signing and performance of the other parties on the date hereof and as of the Closing as followsContract in itself considered: (a) Such party is duly organized or incorporated, validly existing and do not give rise to violations of provisions contained in good standing under the laws statute of the jurisdiction Buyer, nor to violations of its organization rules of law or incorporation and has all requisite power and regulations or provisions contained in orders of the judicial authority to conduct its business as it is now being conducted and is proposed to be conducted.or other competent authorities; (b) Such party has do not constitute a breach of further obligations assumed by the full powerBuyer and, authority and legal right to executein any case, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized borne by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallyit. (c) do not require any further approval or authorisation or other act by any person or body or authority, or any further communication to them; (iv) The execution and delivery by such party of this Agreement, the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not Buyer disposes and will not violate dispose on the Execution Date of all funds necessary to promptly fulfill all its payment commitments under this Contract. 10.2 The Sellers issue to the Buyer the following representations and warranties, each of which shall be correct and true at the Execution Date: (i) any provision The Sellers have the full enjoyment of its by-lawstheir rights, charterare not in a state of insolvency, articles of associationnor are they subject, partnership agreement or other similar governing are there, to the state, facts or organizational document, events that could determine their submission to insolvency proceedings; (ii) The Sellers are endowed with any provision capacity, power or authorization necessary to sign the Contract and to fulfil all obligations and commitments arising therefrom. In particular, the signing and fulfillment of any material agreement to which it is a party or the Contract by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject.the Sellers: (da) Except do not require any further approval or authorisation or other act by any person or body or authority, or any further communication to the extent provided them; (b) do not give rise to violations of rules of law or regulations and of provisions contained in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any measures of the transactions contemplated herein.judicial authority or other competent authorities; (ec) Such party is do not currently constitute a breach of further obligations assumed by them and, in violation of any lawcase, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time charged to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunderthem. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each (a) As of the parties hereto date hereof and the Transaction Effective Date, the REIT hereby represents and warrants to each of the other parties on the date hereof and as of the Closing Parties as follows: (a) Such party i. The REIT is a Maryland corporation, duly organized or incorporatedformed, validly existing and in good standing under the laws of the jurisdiction State of its organization or incorporation Maryland and has all requisite corporate power and authority to conduct own, operate and lease its properties and assets and to carry on its business as it is now being conducted and is proposed to be conducted. (b) Such party ii. The REIT is duly licensed or qualified to do business and is in good standing in the states in which the character of the properties and assets owned or held by it or the nature of the business conducted by it requires it to be so licensed or qualified, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT or the transactions contemplated by this Agreement. iii. The REIT has the full power, all requisite corporate authority and legal right power to execute, deliver and perform this Agreement and each of the Transaction Agreements to which the REIT is or will be a party, to consummate the transactions contemplated hereinhereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by the REIT. This Agreement and each of the Transaction Agreements to which the REIT is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by the REIT have been duly and validly authorized by all required corporate action on the part of the REIT and no other corporate proceedings on the part of the REIT or its stockholders are necessary to authorize this Agreement or such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, except where the Board Approvals require such additional action. This Agreement has been duly executed and delivered by the REIT and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other Parties, constitutes the legal, valid and binding obligation of the REIT, enforceable against the REIT in accordance with its terms, except to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and (b) general principles of equity (collectively, the “Equitable Exceptions”). iv. The execution, delivery and performance of this Agreement or any Transaction Agreement by the REIT does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated herein hereby and thereby will not, (a) contravene, violate, conflict with, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Charter or its bylaws (“REIT Governing Documents”); (b) contravene, conflict with or violate any provision of applicable law; (c) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation or other instrument to which it is a party or by which it or any of its assets are bound, except for the agreements set forth on Schedule III hereto; or (d) result in the creation of any lien on any of the assets or businesses of the REIT under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (b), (c) and (d), for those items that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT or the transactions contemplated by this Agreement. v. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT’s business or financial condition or the transactions contemplated by this Agreement, there are no civil, criminal, regulatory or administrative actions, suits, claims, complaint, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) or judgments, orders, decrees or injunctions of any governmental entity, whether at law or in equity (“Orders”) pending or, to the knowledge of the REIT, threatened against or affecting the REIT or its assets. vi. The REIT is not in violation of or in default under the REIT Governing Documents or in violation of any applicable law, except to the extent that such violation would not reasonably be expected to have a material adverse effect on the REIT or the transactions contemplated by this Agreement. (b) As of the date hereof and the Transaction Effective Date, Oaktree hereby represents and warrants to the other Parties as follows: i. Oaktree is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. ii. Oaktree is a registered investment adviser and duly licensed or qualified to do business and is in good standing in the states in which the character of the properties and assets owned or held by it or the nature of the business conducted by it requires it to be so licensed or qualified, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Oaktree or the transactions contemplated by this Agreement. iii. Oaktree has all requisite limited liability company authority and power to execute, deliver and perform this Agreement and each of the Transaction Agreements to which Oaktree is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by Oaktree. This Agreement and each of the Transaction Agreements to which Oaktree is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by Oaktree have been duly and validly authorized by all required limited liability company action on the part of Oaktree and no other limited liability company proceedings on the part of Oaktree or its members are necessary action, corporate to authorize this Agreement or otherwise, such Transaction Agreements and the consummation of such partythe transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such party and Oaktree and, assuming that this Agreement constitutes its the legal, valid and binding obligationobligation of the other Parties, constitutes the legal, valid and binding obligation of Oaktree, enforceable against it Oaktree in accordance with its terms, subject except to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallythe extent that the enforceability thereof may be limited by the Equitable Exceptions. (c) iv. The execution execution, delivery and delivery by such party performance of this AgreementAgreement or any Transaction Agreement by Oaktree does not, and the performance by such party of its obligations hereunder fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated herein by such party does not hereby and thereby will not not, (a) contravene, violate, conflict with, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of Oaktree’s certificate of formation or its limited liability company agreement (“Oaktree Governing Documents”); (b) contravene, conflict with or violate (i) any provision of its applicable law; (c) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by-laws, charteror require any consent, articles authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of associationsuspension, partnership agreement termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation or other similar governing or organizational document, (ii) any provision of any material agreement instrument to which it is a party or by which it is bound or (iii) any lawof its assets are bound, rule, regulation, judgment, order except for the agreements set forth on Schedule III hereto; or decree to which it is subject. (d) Except to the extent provided result in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability creation of this Agreement or the consummation of any lien on any of the transactions contemplated herein. assets or businesses of Oaktree under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (eb), (c) Such party is not currently and (d), for those items that would not, individually or in violation of any lawthe aggregate, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon on Oaktree or the transactions contemplated by this Agreement. v. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Oaktree’s business or financial condition or the transactions contemplated by this Agreement, there are no Proceedings or Orders pending or, to the knowledge of Oaktree, threatened against or affecting Oaktree or its assets. vi. Oaktree is not in violation of or in default under the Oaktree Governing Documents or in violation of any applicable law, except to the extent that such violation would not reasonably be expected to have a material adverse effect on Oaktree or the transactions contemplated by this Agreement. (c) As of the date hereof and the Transaction Effective Date, Brookfield hereby represents and warrants to the other Parties as follows: i. Brookfield is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. ii. Brookfield is duly licensed or qualified to do business and is in good standing in the states in which the character of the properties and assets owned or held by it or the nature of the business conducted by it and the business to be conducted by it as contemplated by this Agreement requires it to be so licensed or qualified, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Brookfield or the transactions contemplated by this Agreement. iii. Brookfield has all requisite limited liability company authority and power to execute, deliver and perform this Agreement and each of the Transaction Agreements to which Brookfield is or will be a party’s ability , to enter into consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by Brookfield. This Agreement and each of the Transaction Agreements to which Brookfield is or will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by Brookfield have been duly and validly authorized by all required limited liability company action on the part of Brookfield and no other limited liability company proceedings on the part of Brookfield or its members are necessary to authorize this Agreement or such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Brookfield and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other Parties, constitutes the legal, valid and binding obligation of Brookfield, enforceable against Brookfield in accordance with its terms, except to perform its obligations hereunderthe extent that the enforceability thereof may be limited by the Equitable Exceptions. (f) There is no pending legal actioniv. The execution, suit or proceeding that would materially delivery and adversely affect the ability performance of such party to enter into this Agreement or any Transaction Agreement by Brookfield does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (a) contravene, violate, conflict with, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of Brookfield’s certificate of formation or its limited liability company agreement (the “Brookfield Governing Documents”); (b) contravene, conflict with or violate any provision of applicable law; (c) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit, lease, joint venture, obligation or other instrument to perform which it is a party or by which it or any of its obligations hereunderassets are bound; or (d) result in the creation of any lien on any of the assets or businesses of Brookfield under any such indenture, deed of trust, mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other instrument, except in the case of clauses (b), (c) and (d), for those items that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Brookfield or the transactions contemplated by this Agreement. v. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Brookfield’s business or financial condition or the transactions contemplated by this Agreement, there are no Proceedings or Orders pending or, to the knowledge of Brookfield, threatened against or affecting Brookfield or its assets. vi. Brookfield is not in violation of or in default under the Brookfield Governing Documents or in violation of any applicable law except to the extent that such violation would not reasonably be expected to have a material adverse effect on Brookfield or the transactions contemplated by this Agreement. vii. Each of the Brookfield Directors that are designated as “non-affiliated” directors by Brookfield meet the definition of “independent director” as set forth in the Charter and at least one of the Brookfield Directors that meets the definition of “independent director” has at least three years of relevant real estate experience as required by the Charter.

Representations and Warranties of the Parties. Each of the parties hereto party hereby represents and warrants to each of the other parties on the date hereof and that, as of the Closing as followsEffective Date: (a) Such such party is a corporation duly organized or incorporatedorganized, validly existing and in good standing under the laws Applicable Laws of the jurisdiction of its organization or incorporation and has all requisite the corporate capacity, power and authority to own, lease and operate its assets and property and conduct its business as it is now being conducted and is proposed to be conducted.; (b) Such such party has the full powerall requisite corporate capacity, power and authority to execute and legal right deliver this Agreement, to executeperform its obligations hereunder, deliver and perform this Agreement and to consummate the transactions contemplated herein. The executionby this Agreement in accordance with its terms; (c) such party has taken all necessary action to duly authorize the execution and delivery of this Agreement, delivery and the performance of this Agreement its obligations hereunder, and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such partyhereby. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.; (cd) The execution and delivery by such party of this Agreement, Agreement and the performance by of such party of its party’s obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate result in: (i) any provision a violation of its by-laws, charter, articles of association, partnership agreement incorporation or other similar governing or organizational document, charter, (ii) a breach of, or a default under, any term, provision of any material agreement contract, agreement, indebtedness, lease, commitment, franchise, license, permit or authorization to which it is a party or by which it is bound its assets are bound, which breach or default would have a material adverse effect on its business or financial condition or its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) a violation by it of any law, rule, regulation, judgment, order Applicable Law which violation would have a material adverse effect on its business or decree financial condition or its ability to which it is subject.perform its obligations hereunder or to consummate the transactions contemplated hereby; (de) Except to the extent provided in the Securities Purchase Agreement, no No consent, waiverapproval or authorization of, approvalor declaration, authorizationfiling or registration with, exemptionany governmental or regulatory authority, registrationor any other Person, license or declaration is required to be made or obtained by such party it in connection with the execution, delivery or enforceability and the performance of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunder., except for such consents, approvals, authorizations, filings and registrations as have been obtained or made prior to the Effective Date; (f) There is no pending legal action, suit order, writ, injunction, judgment or proceeding that decree outstanding or claim, suit, litigation, proceeding, labour dispute, arbitral action or investigation pending, or to its knowledge threatened, against or relating to: (i) it which has a reasonable possibility of an adverse determination and which, if adversely determined, would materially be likely to have a material adverse effect on it, or (ii) this Agreement, or the transactions contemplated hereby; and (g) It has not employed and adversely affect is not subject to any valid claim of any broker, finder, consultant (other than legal counsel) or other intermediary in connection with the ability of such party to enter into transactions contemplated by this Agreement who will be entitled to a fee or to perform its obligations hereundercommission in connection with such transactions.

Representations and Warranties of the Parties. Each of the parties hereto 15.1 The Landowner and Developer hereby represents and warrants to each Purchaser(s) that to the best of the other parties on the date hereof their knowledge and as of the Closing as followsawareness: (a) Such party is duly organized or incorporatedLandowner have clear and marketable title with respect to the Larger Property as declared in the Title Certificate, validly existing and in good standing under has the laws necessary rights to carry out development upon the Project Land and also has actual, physical and legal possession of the jurisdiction Project Land for the implementation of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted.the Project; (b) Such party Promoter has lawful rights and requisite approvals from the full power, authority and legal right competent Authorities to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation carry out development of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, Project and shall obtain requisite approvals from time to time to complete the development of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.the project; (c) The execution and delivery by such party of this AgreementThere are no encumbrances upon the Larger Property or the Project except those disclosed, if any, in the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject.title report; (d) Except There are no litigations pending before any Court of law with respect to the extent provided Project Land except those disclosed in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein.title report; (e) Such party is not currently That in violation the event of any new litigation being instituted or where the Promoter is made aware of any existing or pending litigation in respect of the Project Land, Promoter shall disclose these litigations to the Competent Authority in accordance with RERA; (f) All approvals, licenses and permits issued by the competent Authorities with respect to the Project, Project Land or Project Building are valid and subsisting and have been obtained by following due process of law. Further, ruleall approvals, regulationlicenses and permits yet to be issued by the relevant Authorities with respect to the Project, judgmentProject Land or Project Building shall be obtained by following due process of law and the Promoter has been and shall, order or decreeat all times, which violation could reasonably be expected at any time remain in compliance with applicable laws in relation to have a material adverse effect upon such party’s ability the Project; (g) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of Purchaser(s) under this Agreement is prejudicially be affected; (h) Otherwise than the Joint Development Agreement, Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the Project Land which will, in any manner, affect the rights of Purchaser(s) under this Agreement; (i) Promoter confirms that Promoter is not restricted in any manner whatsoever from selling the Apartment to Purchaser(s) in the manner contemplated in this Agreement. 15.2 Promoter has duly paid and shall continue to pay and discharge undisputed governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Project to the competent Authorities. 15.3 To the best of Promoter's knowledge, no notice from the Government or any other Authority (including any notice for acquisition or requisition of the property) has been received or served upon the Promoter in respect of the Project Land and/or the Project except those disclosed in the title report. 15.4 Purchaser(s) hereby represents and warrants to Promoter that: (a) Purchaser(s) is/are not prohibited from acquiring the Apartment and Parking Space under any applicable law or otherwise; (b) Purchaser(s) has/have not been declared and/or adjudged to be insolvent or bankrupt, and/or ordered to be wound up or dissolved, as the case may be; (c) no receiver and/or liquidator and/or official assignee or any person is appointed in the case of the Purchaser(s) or all or any of his /her/their/its obligations hereunder.assets and/or properties; (d) none of the Purchasers(s) assets/properties are attached and/or no notice of attachment has been received under any applicable rule, law, regulation, or statute; (e) no notice is or has been received from the Government of India (either Central, State or Local) and/or from any other Government abroad for his/her/their/its involvement in any money laundering or any illegal activity nor is the Purchaser(s) declared to be a proclaimed offender and/or has a warrant is issued against him/her/it/them, which warrant is still pending and unresolved; (f) There no execution or other similar process is no pending legal action, suit issued or proceeding that would materially and adversely affect the ability levied against Purchaser(s) or against any of such party to enter into this Agreement his/her/their/its assets or to perform its obligations hereunderproperties.

Representations and Warranties of the Parties. Each of the parties hereto hereby 22.1 The Owner covenants, represents and warrants to each of the other parties on the date hereof and as of the Closing as followsthat: (a) Such party is duly organized or incorporatedThe Owner has, validly existing and in good standing under that, subject to the laws provisions of this Agreement, throughout the Operating Term it will maintain, full ownership of the jurisdiction Owner’s Apartment and movables therein, free and clear of its organization or incorporation all liens and has all requisite power encumbrances except those registered against title in accordance with the Buyer’s Agreement, any Security and authority to conduct its business as it is now being conducted and is proposed to be conducted.those hereafter approved in writing by HMC; (b) Such party The Owner will not remove, and will not permit any person claiming under the Owner to remove, any item of moveables in the Owner’s Apartment except in accordance with this Agreement; (c) HMC, upon fulfilling its duties and obligations herein, will and may peaceably and quietly manage and operate the Owner’s Apartment during the Operating Term. The Owner will at its own expense undertake and prosecute any appropriate action, judicial or otherwise, to assure peaceful and quiet operation and management of the Owner’s Apartment by HMC; (d) Throughout the Operating Term it will observe and perform all terms, covenants, conditions, duties and obligations under this Agreement and as may be prescribed by the HMC from time to time and will pay all property taxes. (e) In the event that the Owner is a Non-Resident Indian (NRI), Person of Indian Origin (PIO), Foreign National of Indian Origin (FNIO), Overseas Citizen of India (OCI) or is otherwise bound to comply with the provisions of the Foreign Exchange Management Act, 1999 (or any substitute or derivatives thereof) or with any of the rules and regulations of the Reserve Bank of India or compliance under any other applicable law, governing the actions of the Owner including those for the remittance of payments into and out of India or for acquisition, sale, transfer of immovable property, then the Owner shall provide HMC with such permissions, approvals, consents, no objection certificates, etc., as would enable HMC to lawfully carry out its obligations under this Agreement. The Owner shall have the sole responsibility to duly fulfill at all times, all or any of the said compliances and to furnish suitable certifications/consents/permissions thereof to HMC; HMC accepts no responsibility in this regard whatsoever. The Owner agrees that in the event of any failure on its part to comply with the applicable guidelines issued by the Reserve Bank of India or under applicable laws, then the Owner shall alone be liable for any consequences thereunder. The Owner hereby agrees to keep HMC fully indemnified, saved and harmless in this regard. (f) If the Owner is a company, it will, during the Operating Term of this Agreement, preserve and keep in effect, at its own expense, its corporate existence, rights and licenses to carry on business in India. (g) The Owner has the full power, authority and legal right to executeown property in Gurugram, deliver and perform this Agreement Haryana, India, and to consummate execute and deliver, and to perform and observe the transactions contemplated herein. The execution, delivery and performance provisions of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. Agreement; and (h) This Agreement has been duly executed and delivered by such party and constitutes its legal, the valid and binding obligation, obligations of the Owner enforceable against it in accordance with its terms. Nothing in this Section or in this Agreement shall be construed as preventing the Owner from selling the Owner’s Apartment, subject to applicable bankruptcythe provisions of this Agreement. 22.2 HMC covenants, insolvency represents and similar warrants that: (a) It is a company duly constituted existing under the laws affecting creditors’ rights generally.of India and is duly authorized to do business in India; (b) It has full corporate power, authority and legal right to manage and operate the Hotel Business and to perform and observe the provisions of this Agreement; (c) The execution This Agreement constitutes a binding obligation of HMC and delivery by such party of this Agreement, the performance by such party of is enforceable in accordance with its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.terms; and

Representations and Warranties of the Parties. Each of EACH PARTY HERETO MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO THE OTHER PARTY HERETO AS INDICATED BELOW: (a) the parties hereto Consultant hereby represents and warrants to each for the benefit of the other parties on the date hereof and as of the Closing Company as follows: (ai) Such party he/she is duly organized or incorporatedan adult individual residing in the County of Orange, validly existing and in good standing under the laws State of the jurisdiction of its organization or incorporation California, and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such party has the full power, authority and legal right capacity to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, which Agreement, once so executed and delivered, shall be the valid and binding agreement of the Consultant, enforceable against her by any court of competent jurisdiction; (ii) the Consultant is not bound by or subject to applicable bankruptcyany order, insolvency ruling, judgment, contract, agreement or other arrangement which would prohibit it from entering into or performing this Agreement, or which requires the approval or consent of any third party in connection therewith; and (iii) the Consultant possesses the necessary education, background and similar laws affecting creditors’ rights generallyexperience to perform successfully all of the Services, and there is nothing which is not expressly called for in this Agreement which the Consultant shall require in order to complete the performance of such Services in the time allotted. (cb) The execution the Company hereby represents and delivery by such party warrants for the benefit of the Consultant as follows: (i) the Company is a corporation duly organized and existing under the laws of the State of California, with full power to enter into, execute and perform this Agreement in accordance with its terms, and the person signing this Agreement for and on behalf of the Company is the duly authorized executive officer of the Company holding the position set forth below its name at the end of this Agreement, with full power and authority to enter into, execute and bind the performance Company to this Agreement; (ii) once executed by such party of its obligations hereunder and authorized representative, this Agreement shall be the consummation legally binding obligation of the transactions contemplated herein Company, enforceable against the Company by such party does any court of competent jurisdiction in accordance with its terms; and (iii) the Company is not and will not violate (i) bound by or subject to any provision of its by-lawsorder, charterruling, articles of associationjudgment, partnership contract, agreement or other similar governing arrangement which would prohibit it from entering into or organizational documentperforming this Agreement, (ii) any provision or which requires the approval or consent of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such third party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated hereintherewith. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto 8.1 The Promoter hereby represents and warrants to each of the other parties on the date hereof and as of the Closing Allottee as follows: (a) Such party The Promoter is validly constituted and organized in accordance with law in India and the person(s) negotiating and finalizing this Agreement are duly organized or incorporated, validly existing authorized person(s) in accordance with delegation and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedauthority. (b) Such party The Promoter has absolute, clear and marketable title with respect to the Said Land; (c) The Promoter has lawful rights and requisite approvals from competent authority to carry out development upon the Said Land and absolute, actual, physical and legal possession of the Said Land for the Project; (d) On the date of execution of this Agreement, there are no encumbrances upon the Plot. However, the Promoter will have a right to create encumbrance on the Plot provided that the same would be removed before execution of the sale deed. (e) All approvals, licenses, sanctions and permission issued by the competent authorities with respect to the Project or phase(s), as the case may be, as well as for the industrial Plot being sold to the allottee(s) are valid and subsisting and have been obtained by following due process of law. (f) Further, the Promoter has been and shall, at all times as per the license conditions, remain to be in compliance with all applicable laws in relation to the Project(s) or phase(s), as the case may be. (g) The Promoter has the full power, authority and legal right to execute, deliver and perform enter into this Agreement and has not committed or omitted to consummate perform any act or thing, whereby the transactions right, title and interest of the Allottee created herein, may prejudicially be affected; (h) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the Plot for Industrial/ any other usage which will, in any manner, affect the rights of Allottee under this Agreement. (i) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Plot to the Allottee in the manner contemplated herein. in this Agreement; (j) At the time of execution of the Sale Deed, the Promoter shall handover lawful, vacant, peaceful, physical possession of the Plot to the Allottee; (k) No notice from the Government or any other local body or authority or any legislative enactment, government ordnance, order, notification (including any notice for acquisition or requisition) has been received by or served upon the Promoter in respect of the Said Land and/or the Project. (l) The executionPromoter has duly paid and shall continue to pay and discharge all governmental dues, delivery rates, charges and performance taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Plot to the Competent Authorities till the offer of possession or conveyance deed of Plot whichever is earlier has been issued/ executed, as the case may be and as per the provisions of the Haryana Development and Regulation of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, & rules thereof, equipped with all the specifications, amenities, facilities as per the agreed terms and conditions; save and except the Government Charges as contemplated in Clause 1.9 of this Agreement above. 8.2 The Allottee hereby represents, warrants and undertakes to the Promoter that: (a) The Allottee is validly constituted and organized in accordance with law in India and has due permission and authority to carry on its business; (b) The Allottee confirms that the Allottee has entered into this transaction with the full knowledge and understanding of this Agreement and subject to all the consummation laws and notifications and rules applicable to this area, for environment clearance received for this project/ related compliances from HSPCB/ SEAC/ SEIAA/ MOEF/ relevant Governmental Authority and revised from time to time and that the Allottee has familiarized itself with all the aforesaid and other applicable agreements, approvals, arrangements, undertakings, conditions on inspection of the transactions contemplated herein have been duly authorized documents with the Promoter and will submit the requisite periodic (currently six monthly) compliance report of the Environmental Clearance conditions along with the Environmental monitoring reports through approved laboratory, as per the format of MoEF provided by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallythe Promoter. (c) The execution person(s) negotiating and delivery by such party executing this Agreement on behalf of the Allottee and finalizing the sale transaction in terms of this Agreement, Agreement are duly authorized by the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subjectAllottee. (d) Except The Allottee has the requisite financial capability to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of consummate the transactions contemplated hereinherein and has the financial capacity to pay the Total Price to the Promoter for purchasing the Plot. (e) Such party is not currently The Allottee represents and undertakes to do compliance with all applicable laws (including obtaining the required approvals and pay the respective charges for the same) while carrying out its operations on the Plot and abide by all norms and conditions of licenses, zoning plan, notifications, rules, bye-laws and/or any other approval. The Allottee shall construct its facility on the Plot and maintain the open areas, green areas, ground coverage, Floor Area Ratio (FAR), Floor Space Index (FSI), in violation accordance with the applicable laws, after obtaining all necessary approvals for establishing an industrial unit including site and building plan, and environment approvals and pay the respective charges for the same and will comply with all the conditions as envisaged in the Licenses for Industrial Colony granted by Director of any lawTown & Country Planning, ruleHaryana (f) Subject to the Promoter formulating the development control and services guidelines, regulationthe Allotee shall be bound to comply with such guidelines. (g) The Allottee undertakes to bear and pay all taxes and duties, judgmentand/or such other levies for consummating the transaction contemplated under this Agreement. (h) The Allottee undertakes to pay to the Promoter, order the applicable Government Charges in the same proportion as the area of the Plot bears to the total area of the Project, on which such Government Charges have been paid, as calculated by the Promoter on gross area basis. The amount payable will thus be - Amount payable / (1 – x), where ‘x’ stands for the percentage of the land to be used for common area development as per the last approved layout plan. (i) The Allotee undertakes in relation to the Plot to ensure that it will abide by all the applicable laws and meet all obligations pertaining to compliance / monitoring reports pertaining to environment, energy conservation, ground water extraction, rainwater harvesting, use of renewable energy as stipulated in the various approvals received by the Promoter as well as the various approvals and conditions of the Licenses mentioned in this Agreement, received by Promoter in respect of the Industrial Colony. (j) The Allotee in relation to the Plot undertakes the following: i. Take necessary measures for undertaking primary treatment of sewerage/ effluent generated by it to the specifications provided by the Promoter before disposal of effluents/ sewage and also make arrangement for disposal of sewerage in the external sewerage system established by the Promoter as per the state and central environment norms. The Allotee will pay for the treatment charges levied by the Promoter for treatment of such effluent/ sewage generated by the Allotee to meet the requirements of recycled water/ for final disposal into a public drain as per applicable laws ii. Undertake solid/municipal waste management measures as may be directed by the Haryana State Pollution Control Board/ local authorities for the Plot. iii. Ensure installation of a Solar Photovoltaic Power Plant as per provisions contained in the notification no. 22/52/2005-5 power dated 03.09.2014 or decree, which violation could reasonably be expected at any as applicable from time to have time of the Renewable Energy Department, Haryana iv. Comply with any other condition as notified by Haryana Government/ Government of India for this Industrial Colony of Promoter as deemed necessary from time to time. v. Not to encroach upon any revenue Rasta falling in the licensed area of the Promoter. vi. Make sufficient arrangement for rain water harvesting system and re-charging of the ground water table to minimize water run-off in the Plot as per Central Ground Water Authority/ Haryana Government norms/ as applicable from time to time. vii. Make sufficient provision of LED fittings for internal lighting as well as for campus lighting in the complex. (k) The Promoter is undertaking development of the Industrial Colony as per the terms of the Licenses received by it within the purview of the Haryana Development and Regulations of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, and the rules thereunder and the policies of the Government of Haryana, as made applicable from time to time. The Allotee agrees to construct the minimum of twenty five percent (25%) of the permissible covered area of the factory premises and commence production/commercial operations of the project for the Purpose, as stated hereinabove, within a material adverse effect upon period of three (3) years from the date of execution of the sale deed. In the event, the Allotee is likely to fail in achieving such party’s ability construction/ commercial operations, it shall inform the Promoter thereof, and the Promoter and the Allotee shall negotiate in good faith about the possible counter measures to enter into this Agreement or be adopted and in case required, the Promoter, after satisfying itself considering the prevailing circumstances as well as difficulties faced by the Allottee, can allow maximum of two extensions of one year each, subject to payment of extension fee by the Allottee @ Rs 75/- (Rupees Seventy Five only) per square meter for the first extension and @ Rs 150/- (Rupees One Hundred and Fifty only) per square meter for the second extension. However, if the Allotee fails to perform its obligations hereunderwith respect to such counter measures, the Allotee shall within thirty days of receipt of notice from the Promoter, be under an obligation to re-convey the Plot to the Promoter, upon first demand by the Promoter and at the option of the Promoter, at 80% (eighty per cent) of the Total Price by the Promoter as per this Agreement to the Allotee. The Allotee shall, without any protest, demur or cavil, pay the requisite stamp duty, registration charges and other incidental costs incurred on such re-conveyance to the Promoter and shall take all further actions and steps necessary to carry out the re-conveyance of the Plot in favour of Promoter. (fl) There is no pending legal actionThe Competent Authority at times desires information on performance of the industrial area and in order to support the purpose of projecting the industrial area in its ability to contribute to the industrial growth. Accordingly, suit the Allotee shall file an annual information report with the Promoter with regard to the performance of Allotee’s unit / business on the Plot, viz. annual turnover, export turnover, employment in the unit, taxes paid, products manufactured, etc., in the prescribed format of the report as provided by the Promoter. (m) The Allottee further represents and undertakes that in the event the Allotee intends to sell, lease, convey, assign and/or transfer the Plot (“Transfer”) after the execution of sale deed, to the third party or proceeding person (“Transferee”) it will seek prior written permission of Promoter (which will not be unreasonably withheld) subject to payment of transfer fee @ 2% (Two percent) of the prevailing Price, based on the last transaction executed by the promoter of similar plot or by any other party for similar plot within the Project, and payable in case the Allottee has yet not commenced production/ operations. Subject to the above, the permission will be deemed to have been provided unless the Promoter communicates its objection within a period of 30 (thirty) days from intimation to the Allotee, provided that would materially the Allotee, has, at the time of issuing such intimation to the Promoter and adversely affect before entering into any deal / transaction, complied with the ability following conditions: i. the Allotee has paid all its dues on account of such party the maintenance charges, service charges, infrastructure charges, extension fee, transfer fee and other amounts payable to enter into the Promoter; ii. the transferee agrees and undertakes to be bound by all the terms and conditions, including, but not limited to, all the obligations of the Allotee as per this Agreement and the Sale Deed. Further, the Allotee shall have affirmed that the activity proposed to be carried out on the Plot by the Transferee conforms with the permissible use of the Plot and does not violate the conditions contained in the Licenses/ environment approvals and/or shall not cause any nuisance to the neighbours and other occupants of the Industrial Colony; iii. the Transferee shall execute all the requisite agreements which have been executed by the Allotee, in the same form and content as executed by the Allotee, including but not limited to the common maintenance agreement, services agreements, etc., and further agrees to pay all charges as stipulated and agreed to under this Agreement. iv. The Allotee shall pay all instalments within the time period as contemplated above. If the same is not paid within the time allowed for payment thereof, such sum shall carry interest at the rate prescribed in the Rules, which shall be calculated from the date of expiry of the respective due dates, as contemplated above till the date of payment or realization thereof. If any of the instalment is not paid beyond one month of the due date as stated above, this would be considered as events of default by the Allotee and the Promoter shall terminate this Agreement. (n) The Allottee undertakes to perform its obligations hereunderuse the Plot only for the Purpose in accordance with the terms and conditions set in this Agreement and the Sale Deed(s) in respect thereof, which Sale Deed(s) shall permit the Allottee to carry on such business as may be suitable for achieving the Purpose.

Representations and Warranties of the Parties. Each of the parties hereto The Promoter hereby represents and warrants to each of the other parties on the date hereof and as of the Closing Allottee as follows: (a) Such party is duly organized or incorporateda. The Promoter has absolute, validly existing clear and in good standing under marketable title with respect to the laws Project Land; the Promoter has requisite rights to carry out development upon the Project Land and the Promoter has absolute, actual, physical and legal possession of the jurisdiction Project Land; b. The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of its organization the Project; c. As on the date of this Agreement, there are no encumbrances upon the Designated Unit and appertaining share in the Project Land or incorporation in the Project; d. There are no litigations pending before any Court or law or Authority with respect to the Project Land, Project or the Designated Unit; e. Save as otherwise disclosed to the Allottee, all approvals, licenses and permits issued by the competent authorities with respect to the Project, Project Land and Designated Unit are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all requisite power and authority to conduct its business as it is now being conducted and is proposed times, remain to be conducted.in compliance with all Applicable Laws in relation to the Project, Project Land, Building and Designated Unit and Common Areas (save as otherwise disclosed to the Allottee); (b) Such party f. The Promoter has the full power, authority and legal right to execute, deliver and perform enter into this Agreement and has not committed or omitted to consummate perform any act or thing whereby the transactions right, title and interest of the Allottee created herein, may prejudicially be affected; g. The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the Project Land including the Project and the said Designated Unit which will, in any manner, affect the rights of Allottee under this Agreement; h. The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Designated Unit to the Allottee in the manner contemplated hereinin this Agreement; i. At the time of execution of the conveyance deed, the Promoter shall hand over lawful, vacant, peaceful, physical possession of the Designated Unit to the Allottee and possession of the Common Areas to the Association upon the same being registered or the competent authority as the case may be; j. The Designated Unit is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Designated Unit; k. The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Project to the competent authorities either till the Allottee takes over possession or gets a deed registered, whichever is earlier, or till the completion certificate has been issued and proportionate share (attributable to the Designated Unit) thereof till the period mentioned in the intimation to the Allottee to take possession of the Designated Unit along with use of Common Areas (equipped with all the specifications, amenities and facilities) which shall be handed over to the Association when registered or the competent authority, as the case may be; l. No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the Project Land and/or the Project. m. That the Project Land is not WAQF property. n. The Promoter has, as per the Sanctioned Plan and norms of the Kolkata Municipal Corporation, provided for a soak pit and septic tank for the Project and has also done all internal water connections for the entire Project. o. In terms of the approval given by WBSEDCL Ltd., the Promoter has applied / obtained the main electricity line for the Project. The executionAllottee shall be entitled to take sub meters from WBSEDCL Ltd., delivery at its own cost, for which, the Promoter shall not be accountable or responsible. The Allottee hereby represents and performance warrants to the Promoter as follows: a. It shall not interfere in any manner whatsoever in any connection with the construction of the Building/s, the Project or any part thereof by the Promoter and/or building contractor appointed by the Promoter except in respect of finishes, mentioned specification of construction etc. b. It has been made aware and has acknowledged that the Promoter may, in future, avail of construction finance, project loans or any other financial assistance by providing the Project Land as security for due repayment of such financial assistance (save and except those spaces, units and the Designated Unit which have been sold and transferred with a corresponding proportionate undivided share and interest in the land underneath the Building). The Allottee agrees that for the foregoing purpose, no consent (whether verbal or written) will be required from the Allottee and by executing this Agreement, the Allottee is deemed to have approved and consented to such right available with the Promoter. c. It shall pay the proportionate share of municipal rates and taxes levied by any statutory authorities and to pay all charges for electric, gas, telephone and other facilities on and from the date on which the deed of conveyance in respect of the Designated Unit is registered, or possession is handed over to the Allottee, whichever is earlier. d. It shall not do any act or deed whereby the Promoter’s rights and obligations hereunder are prejudicially affected. e. It shall not throw any rubbish or store any combustible articles in the Common Areas. f. It shall not carry on any illegal or immoral activities in the Designated Unit. g. It shall not decorate or paint otherwise so as to alter the exterior of the said Designated Unit save in accordance with the general scheme thereof as specified by the Promoter. h. It shall not claim any partition or sub-division of the Project Land, the land underneath the Building or the Common Areas. i. It shall not divide the Designated Unit into smaller units. j. It shall not make civil and structural changes inside or outside the Designated Unit. k. It shall maintain the Designated Unit in good, habitable and tenantable condition and if so necessary make all necessary repairs for proper enjoyment of the Project by other unit owners. It being agreed between the Parties that notwithstanding any sub-letting, leave and license and/or other similar arrangements that the Allottee may enter into with any third person, the Allottee shall, at all times, remain responsible for the compliance of the terms hereof (including timely payment of CAM Charges, abiding by the rules framed by the Association etc.) and the Promoter shall, in no manner, be responsible for the compliance and/or non-compliance by any tenant, assignee, lessee and/or licensee of the Allottee for the purposes of this Agreement and the consummation Designated Unit. l. It shall install Grill only as per approved design. m. It shall install window/split air conditioner at designated space(s) provided in the said Designated Unit and in case it wishes to make any changes to such spaces, it/he/ she shall do so only with prior written approval from the Promoter. n. It agrees and acknowledges that the Promoter has the exclusive rights for further or future development by construction of further flats or by construction of additional floors subject to permissions being granted by the Kolkata Municipal Corporation. In such circumstances the Allottee agrees that the proportionate undivided common share in the land underneath the Building and/or in the Common Areas shall be allowed to be varied and/or reduced and the Allottee doth hereby covenants and agrees tothe same. o. It covenants not to seek possession of the transactions contemplated Designated Unit until the Total Price (to the extent payable), interest, default penalties together with deposit as stated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it are paid to the Promoter in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallythe terms hereof. p. It further covenants that any consequences as a result of any delay on the part of the Allottee to complete mutation of the Designated Unit in the records of the Kolkata Municipal Corporation, shall be solely to its own account without any reference and/or risk to the Promoter. q. The Allottee covenants not to, at any point of time, enclose or butt the Parking Space by way of constructing a wall or enclosing the same with a grill. r. The Allottee undertakes and confirms that the Allottee and its advisors (cincluding its engineer, architect, its advocate) The execution have satisfied themselves with respect to the size, quality, validity, title, genuineness and delivery by such party all other attributes of this Agreementthe Designated Unit, the performance by such party of its obligations hereunder Building, and the consummation of the transactions contemplated herein by such party does Project and for which, it shall not and will not violate (i) raise any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected claim and/or demand at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunderin the future. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto hereby Covered Person severally represents and warrants to each of the other parties on the date hereof and as of the Closing as followsthat: (i) such Covered Person has (and with respect to Covered Shares to be acquired in the future, will have) good, valid and marketable title to the Covered Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, another agreement with the Company, or any other agreement with another person with respect to which the Company has expressly agreed to in writing, by which such Covered Person is bound and to which the Covered Shares are subject; (ii) each of this Agreement and the Partner Matters Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’rights generally and to general equitable principles (whether considered in a proceeding in equity or at law)); (iii) there are no actions, suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person’s assets in any court or before or by any federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform or comply with this Agreement or the Partner Matters Agreement; (iv) such Covered Person understands that his ability to transfer the Covered Shares is subject to legal and contractual restrictions and that the Covered Shares may not have been registered under the United States Securities Act of 1933, and that he is holding the Covered Shares for his own account, for investment, and not for distribution, assignment or resale to others, and no other person has any direct or indirect beneficial interest in such shares (other than the Company or at the express written consent of the Company and other than with respect to any Employee Covered Shares the Transfer of which has been approved by the Partners Representatives pursuant to paragraph (a) Such party of Section 4.1); and (v) no statement, representation or warranty made by such Covered Person in this Agreement or the Partner Matters Agreement, nor any information provided by such Covered Person for inclusion in a report filed pursuant to Section 5.4 hereof or in a registration statement filed by the Company contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person that is not a natural person additionally severally represents and warrants that: (i) such Covered Person is duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and such Covered Person’s formation; (ii) such Covered Person has all requisite full right, power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such party has the full power, authority and legal right to execute, deliver enter into and perform this Agreement and to consummate the Partner Matters Agreement; and (iii) the execution and delivery of this Agreement and the Partner Matters Agreement and the performance of the transactions contemplated herein. The herein and therein have been duly authorized, and no further proceedings on the part of such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement or the Partner Matters Agreement; and each of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Partner Matters Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party Covered Person. Each Covered Person severally agrees that the foregoing provisions of this AgreementArticle III shall be continuing representations and warranties of such Covered Person during the period that such person shall be a Covered Person and Common Shares of such person shall be Covered Shares, the performance by and such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any Covered Person shall take all actions as shall from time to have a material adverse effect upon time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such party’s ability to enter into this Agreement or to perform its obligations hereunderrepresentations and warranties shall be true and correct during such period. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto hereby represents (a) inVentiv represents, warrants and warrants to each of the other parties on the date hereof and as of the Closing as followscovenants that: (ai) Such party is duly organized it shall perform the Services in a professional manner in accordance with the standards of care and diligence regularly practiced by contract sales organizations in the biopharmaceutical industry contracting to provide the same or incorporated, validly existing similar services and in good standing under the laws of the jurisdiction of its organization or incorporation accordance with those specifications which inVentiv and has all requisite power Client agree to (in writing) and authority to conduct its business as it is now being conducted and is proposed to be conducted.any timelines agreed upon (in writing); † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (bii) Such party has the it shall maintain in full powerforce and effect all necessary licenses, authority permits, approvals (or waivers), and legal right authorizations required by law to execute, deliver and perform carry out its obligations under this Master Agreement and to consummate any Project Agreement; (iii) the transactions contemplated herein. The execution, delivery delivery, and performance of this Master Agreement by inVentiv and the consummation of the transactions transaction(s) contemplated herein hereby have been duly authorized by all necessary requisite corporate action, corporate or otherwise, of such party. This ; that the Master Agreement has been duly executed and delivered by such party and constitutes its the legal, valid valid, and binding obligationobligation of inVentiv, enforceable against it in accordance with its terms, subject terms (except to applicable the extent enforcement is limited by bankruptcy, insolvency and similar insolvency, reorganization, or other laws affecting creditors’ rights generally. (c) The execution generally and delivery by such party general principles of equity); and this Agreement, the Master Agreement and performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) or constitute a breach under any provision organizational document of its by-lawsinVentiv or any contract, charterother form of agreement, articles of association, partnership agreement or other similar governing judgment or organizational document, (ii) any provision of any material agreement order to which it inVentiv is a party or by which it is bound bound; (iv) the personnel assigned to perform Services rendered under this Master Agreement and any Project Agreement shall be capable professionally and duly qualified to perform the Services hereunder and in each Project Agreement; (v) it is not a party to any agreement that would prevent it from fulfilling its obligations under this Master Agreement or any Project Agreement, and during the term of this Master Agreement or any Project Agreement it shall not enter into any agreement which would in any way prevent or materially restrict it from performing the Services under this Master Agreement or any Project Agreement; and (iiivi) the Services shall be provided in compliance with (x) all applicable statutes, federal and state laws, ordinances, rules, or regulations of any governmental or regulatory authority including (but not limited to) the OIG Compliance Program Guidance for Pharmaceutical Manufacturers, the PhRMA Code on Interactions with Healthcare Professionals, the Accreditation Council for Continuing Medical Education requirements for continuing medical education, the American Medical Association Ethical Guidelines on Gifts to Physicians from Industry, the Federal Food, Drug and Cosmetic Act (“FDCA”) and all applicable regulations and guidance promulgated pursuant thereto by the U.S. Food and Drug Administration, the Medicare/Medicaid anti-kickback statute, the Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act, and all other federal, state and local laws, and rules, regulations, guidance, guidelines and requirements of all relevant governmental or regulatory authorities applicable to the marketing, promotion, distribution and sale of any pharmaceutical products in the United States, the Federal Trade Commission Act and all regulations and guidances promulgated by the U.S. Federal Trade Commission, the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., all as amended from time to time (collectively, “Applicable Law”); (y) any lawClient healthcare compliance policies in effect from time to time, rule, regulation, judgment, order copies of applicable ones of which will be provided to inVentiv prior to performance of Services under each Project Agreement and as may thereafter be updated from time-to-time during the course of performance of such Services; and (z) any applicable inVentiv policies and procedures. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (vii) In performing the Services inVentiv shall take no action that will jeopardize the goodwill or decree to which it is subjectreputation of Client or any product of Client. (db) Except to the extent provided in the Securities Purchase AgreementClient represents, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with warrants and covenants that: (i) the execution, delivery or enforceability and performance of this Master Agreement or by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Client, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general principles of equity); and that this Master Agreement and performance hereunder does not violate or constitute a breach under any organizational document of Client or any contract, other form of agreement, or judgment or order to which Client is a party or by which it is bound; (ii) Client shall act in good faith to provide inVentiv with the necessary materials, information, product training, and assistance, as specified in the applicable Project Agreement, reasonably required to enable inVentiv to perform the Services in compliance with all Applicable Law, and shall apply the degree of skill and care regularly practiced by pharmaceutical companies contracting to receive same or similar services to provide inVentiv (x) with the information and materials necessary for inVentiv to provide the Services and (y) if Client is required to provide deliverables under a Project Agreement, such deliverables will be sufficient for the purpose contemplated; (iii) all content (product or otherwise), materials, documentation and information provided by it to inVentiv are in compliance with all Applicable Laws; (iv) Client shall provide any and all reasonably required training for the relevant inVentiv Employees specifically regarding the Client product(s) and will be responsible for all costs and expenses of such training, including inVentiv personnel travel, lodging, and meals and others costs as agreed by the Parties; (v) Client’s products that are the subject matter of the transactions contemplated herein.Services provided under a Project Agreement shall be promoted under trademarks owned by or licensed to Client and are products which are either owned by Client and/or as to which Client has, or will have as of the date such product is marketed and sold, all material licenses, consents or approvals necessary pursuant to Applicable Laws to market and sell the products. Client represents and warrants that, to its knowledge, the trademarks, trade names and trade dress used in conjunction with such products do not infringe on any intellectual property rights of any other person or entity. Client further represents and warrants that to its knowledge the promotion of any Client product to be promoted by inVentiv does not infringe on any intellectual property rights of any other person or entity; (ev) Such party it is not currently in violation a party to any agreement that would prevent it from fulfilling its obligations under this Master Agreement and any Project Agreement, and during the term of this † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Master Agreement and any lawProject Agreement, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to it will not enter into any agreement which would in prevent or materially restrict inVentiv from performing the Services under this Master Agreement or to perform its obligations hereunder.any Project Agreement; (fvi) There it is no pending legal actionsolely responsible for reviewing and approving Client’s product promotional materials and literature and shall ensure all such materials provided to inVentiv for use in the Services shall comply with Applicable Law; and (vii) Client shall notify inVentiv in the event that it becomes subject to a Federally Mandated Corporate Integrity Agreement (CIA) and such CIA requires inVentiv to provide Client with data, suit training, analysis, oversight or proceeding certifications that would materially are not contemplated by the Services described herein. In such event, the Parties shall mutually agree on an appropriate allocation of costs and adversely affect the ability expenses associated with inVentiv's provision of such party to enter into CIA related data, training, analysis, oversight or certifications not included in the scope of Services provided under this Master Agreement or to perform its obligations hereunderany related Project Agreement.

Representations and Warranties of the Parties. Each 7.1 Representations and Warranties of the parties hereto ZCM ZCM hereby represents and warrants to each of the other parties on the date hereof and as of the Closing SESHK as follows: (a) Such party ZCM is a listed company duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted PRC and is proposed in compliance with all conditions required to be conductedmaintain its status as an enterprise legal person under the laws of the PRC. (b) Such party ZCM has submitted to SESHK a valid, true and complete copy of its current business license bearing a current annual inspection seal from the full powerrelevant administration for industry and commerce. (c) ZCM has taken all appropriate and necessary actions to (i) empower its legal representative or such other duly authorized representative whose signature is affixed hereto to sign this Contract and all of the agreements contemplated herein to which it is a party, authority (ii) authorize the execution and legal right delivery of this Contract and all of the agreements contemplated herein to executewhich it is a party, deliver and perform (iii) authorize the performance and observance of the terms and conditions of this Agreement Contract and to consummate all of the transactions agreements contemplated herein. The . (d) ZCM has obtained all licenses, permits, consents, approvals and authorizations necessary for the valid execution and delivery of this Contract and all of the agreements contemplated herein to which it is a party; provided, however, that this Contract shall be subject to the approval of the Examination and Approval Authority or other authority before the it may become effective. (e) Upon the approval of the Examination and Approval Authority, this Contract shall constitute the legal, valid and binding obligation of ZCM and is enforceable against ZCM in accordance with the terms herein. (f) ZCM's execution, delivery and performance of this Agreement and Contract or any of the consummation other agreements contemplated herein will not violate any of the constitutional documents, any other agreement or obligation of ZCM or its Affiliates, or currently effective law, regulation or decree of China that may be applicable to any aspect of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallyhereunder. (cg) The execution All information supplied to SESHK by ZCM in relation to this Contract, including information concerning the business and delivery by such party financial status of this AgreementZCM and any relevant assets, the performance by such party of its obligations hereunder inventories and the consummation outstanding contractual arrangements with their respective suppliers and customers, is true and correct in all material respects, whether any of the transactions contemplated herein same has been verified or audited by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a an independent third party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subjectnot. (dh) Except to the extent provided ZCM is in the Securities Purchase Agreementcompliance in all material respects with all applicable laws, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party including in connection with the execution, delivery or enforceability operation of this Agreement or the consummation its business. ZCM has not received written notice of any material violation of any law, or any potential legal liability, relating to the operation of its business. (i) ZCM is not in default under, and, to the knowledge of ZCM, no condition exists that with notice or lapse of time or both would constitute a default or could give rise to a right of early termination, cancellation or accelerated termination under, any license, permit, consent, approval or authorization held by ZCM prior to the expiration of its terms. (j) ZCM is not the subject of any existing, pending, threatened or contemplated (i) bankruptcy, insolvency or other debtor’s relief proceeding, or (ii) litigation, claim, action, suit or other judicial or administrative proceeding, which could adversely affect ZCM’s right or ability to enter into this Contract or to consummate the transactions contemplated herein. (ek) Such party is not currently in violation ZCM agrees that the Company shall be liable for the payment of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunderthe Sub-license Royalty To GTI under the sub-license Project. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto 8.1. The Vendor hereby represents and warrants to each of the other parties on the date hereof and as of the Closing Allottee as follows: (ai) Such party is duly organized or incorporatedThe Vendor has absolute, validly existing clear and in good standing under marketable title with respect to the laws Project Land; the Vendor has requisite rights to carry out development upon the Project Land and the Vendor has absolute, actual, physical and legal possession of the jurisdiction Project Land and the Allottee has verified the Vendor’s title to the Project Land; (ii) The Vendor has lawful rights and requisite approvals from the competent Authorities to carry out development of its organization the Project; (iii) As on the date of this Agreement, there are no encumbrances upon the Designated Unit; (iv) There are no litigations pending before any Court or incorporation law or Authority with respect to the Project or the Designated Unit; (v) Save as otherwise disclosed to the Allottee, all approvals, licenses and permits issued by the competent authorities with respect to the Project, Project Land and Designated Unit are valid and subsisting and have been obtained by following due process of law. Further, the Vendor has been and shall, at all times, remain to be in compliance with all Applicable Laws in relation to the Project, Project Land, Designated Unit and Common Areas; (vi) The Vendor has the right to enter into this Agreement and has not committed or omitted to perform any act or thing whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Vendor has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the Project the said Designated Unit which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendor confirms that the Vendor is not restricted in any manner whatsoever from selling the said Designated Unit to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed, the Vendor shall hand over lawful, vacant, peaceful, physical possession of the Designated Unit to the Allottee; (x) The Designated Unit is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Designated Unit; (xi) The Vendor has duly paid and shall continue to pay and discharge all requisite power governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Project to the competent authorities either till the Allottee takes over possession of the Designated Unit or registration of the Deed of Conveyance, whichever is earlier, or till the completion certificate has been issued and proportionate share (attributable to the Designated Unit) has been determined; (xii) No notice from the Government or any other local body or authority to conduct its business as it is now being conducted and is proposed to be conductedor any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Vendor in respect of the Project Land. (bxiii) Such party That the Project is not WAQF property. (xiv) The said Plan of drainage has already been Sanctioned by KMC and septic tank for the full powerProject has been provided for as per the Sanctioned Plan. The Vendor has also done all internal water connections for the entire Project. (xv) In terms of the approval given by CESC Ltd., authority the Vendor has applied / obtained the main electricity line for the Project. The Allottee shall be entitled to take sub meters from CESC Ltd., at its own cost, for which, the Vendor shall not be accountable or responsible. 8.2. The Allottee hereby represents and legal warrants to the Vendor as follows: (i) It shall not interfere in any manner whatsoever in any connection with the construction of the Building/s, the Project or any part thereof by the Vendor and/or building contractor appointed by the Vendor. (ii) It has been made aware and has acknowledged that the Vendor may, in future, avail of construction finance, project loans or any other financial assistance by providing the Project Land as security for due repayment of such financial assistance (save and except those spaces, units and the Designated Unit which have been sold and transferred with a corresponding proportionate undivided share and interest in the land underneath the Building). The Allottee agrees that for the foregoing purpose, no consent (whether verbal or written) will be required from the Allottee and by executing this Agreement, the Allottee is deemed to have approved and consented to such right to execute, deliver available with the Vendor. (iii) It shall pay the proportionate share of municipal rates and perform this Agreement taxes levied by any statutory authorities and to consummate pay all charges for electric, gas, telephone and other facilities on and from the transactions contemplated hereindate on which the Deed Of Conveyance in respect of the Designated Unit is registered, or possession is handed over to the Allottee, whichever is earlier. (iv) It shall not do any act or deed whereby the Vendor’s rights and obligations hereunder are prejudicially affected. (v) It shall not throw any rubbish or store any combustible articles in the Common Areas. (vi) It shall not carry on any illegal or immoral activities in the Designated Unit. (vii) It shall not decorate or paint otherwise so as to alter the exterior of the said Designated Unit save in accordance with the general scheme thereof as specified by the Vendor. (viii) It shall not claim any partition or sub-division of the Project, the land underneath the Building or the Common Areas. (ix) It shall not divide the Designated Unit into smaller units. (x) It shall not make civil and structural changes inside or outside the Designated Unit. (xi) It shall maintain the Designated Unit in good, habitable and tenantable condition and if so necessary make all necessary repairs for proper enjoyment of the Project by other unit owners. The executionIt being agreed between the Parties that notwithstanding any sub-letting, delivery leave and performance license and/or other similar arrangements that the Allottee may enter into with any third person, the Allottee shall, at all times, remain responsible for the compliance of the terms hereof (including timely payment of CAM Charges, abiding by the rules framed by the Association/ Maintenance Agency etc.) and the Vendor shall, in no manner, be responsible for the compliance and/or non-compliance by any tenant, assignee, lessee and/or licensee of the Allottee for the purposes of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallyDesignated Unit. (cxii) The execution All matters in relation to maintenance and delivery other related items (including insurance) shall be decided by such party of this Agreementthe Vendor and/or the Maintenance Agency and/or the Association, as the performance by such party of its obligations hereunder and the consummation of the transactions contemplated herein by such party does not and will not violate (i) any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subjectcase may be. (dxiii) Except It shall install Grill only as per approved design. (xiv) It shall install window/split air conditioner at designated space(s) and see to it the AC water pipe outlet/evacuation is connected to the concerned pipeline provided in the said Designated Unit and in case it wishes to make any changes to such spaces, it/he/ she shall do so only with prior written approval from the Vendor. Installation of AC indoor and outdoor units and the subsequent water outlet to be done in the designated spaces for maintenance and aesthetic purposes. (xv) It agrees and acknowledges that the Vendor has the exclusive rights for further or future development by construction of further flats or by construction of additional floors subject to permissions being granted and additional FAR being sanctioned by Kolkata Municipal Corporation. In such circumstances the Allottee agrees that the proportionate undivided common share in the land underneath the Building and/or in the Common Areas shall be allowed to be varied and/or reduced and the Allottee doth hereby covenants and agrees to the same. (xvi) It covenants not to seek possession of the Designated Unit until the Total Price (to the extent provided in payable) together with interest, default, penalties, deposit etc. as stated herein are paid to the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated hereinVendor. (exvii) Such party is not currently in violation It further covenants that any consequences as a result of any lawdelay on the part of the Allottee to complete mutation of the Designated Unit in the records of the Kolkata Municipal Corporation, ruleshall be solely to its own account without any reference and/or risk to the Vendor. (xviii) The Allottee expressly agrees that the responsibility of the Vendor for providing amenities and facilities such as lighting, regulationlandscaping, judgmentcleaning, order laying of pipelines for plumbing and laying of electrical lines shall only be limited to the Project and not to the main roads, internal roads and/or any other area outside the Project. The responsibility of providing such amenities and facilities outside the Project shall be of the Kolkata Municipal Corporation The Allottee undertakes that the Vendor shall not be held accountable for any act, omission, matter, deed or decreething done by the statutory authorities and it shall not exert any claim or demand against the Vendor, which violation could reasonably be expected in this regard. (xix) The Allottee covenants not to, at any point of time, enclose or butt the Parking Space by way of constructing a wall or enclosing the same with a grill. (xx) The Allottee undertakes and confirms that the Allottee and its advisors (including its engineer, architect, its advocate) have satisfied themselves with respect to the size and measurements, quality, validity, title, genuineness and all other attributes of the Designated Unit, the Building, and the Project and for which, it shall not raise any claim and/or demand at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunderin the future. (fxxi) There is no pending legal action, suit The Allottee agrees that each Unit owner of a commercial shop shall be exclusively entitled to use and enjoy the open patio appurtenant to the commercial shop he or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereundershe has bought.

Representations and Warranties of the Parties. Each of the parties hereto 19.1 GTSD hereby represents and warrants to each BNFL as of the other parties on the date hereof and as of the Closing as follows: (ai) Such party GTSD is a corporation duly organized or incorporated, incorporated and validly existing and in good standing under the laws of the jurisdiction State of its organization or incorporation and Delaware. (ii) GTSD has all requisite corporate power and authority to conduct enter into this Agreement, the Convertible Debenture and the Sublicense Agreement and carry out and perform its business as it is now being conducted and is proposed to be conductedobligations under the terms of such agreements. (biii) Such party has the full power, authority and legal right to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement Agreement, the Convertible Debenture and the consummation of the transactions contemplated herein Sublicense Agreement have been duly authorized and approved by all necessary actioncorporate action and this Agreement, corporate or otherwisethe Convertible Debenture and the Sublicense Agreement, of such party. This Agreement has been when duly executed and delivered by such party and constitutes its legalGTSD, will constitute valid and legally binding obligationobligation of GTSD, enforceable against it in accordance with its their terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting creditors’ relating to the rights of creditors generally. (civ) The execution and delivery by such party performance of this Agreement, the performance by such party of its obligations hereunder Convertible Debenture and the consummation of the transactions contemplated herein by such party does Sublicense Agreement do not and will not violate (i) violate GTSD's certificate of incorporation or bylaws, or the terms of any provision judgment, decree or order of its by-laws, charter, articles of association, partnership agreement any court or other similar governing administrative authority or organizational document, (ii) any provision the terms of any material agreement to which it is a party or by which it is bound or (iiiii) require the filing, declaration or registration with, or permit, consent or approval of, or the giving of any lawnotice to, ruleany governmental authority or third party, regulation, judgment, order or decree excluding those that have already been obtained prior to which it is subjectthe date hereof. (dv) Except There is no litigation, arbitration, mediation or other investigation or proceeding pending or, to the extent provided best of GTSD's knowledge, threatened or in prospect, against GTSD with respect to the Securities Purchase transactions contemplated by this Agreement. (vi) Schedule 19.1 attached hereto sets forth, no consentas of the date hereof, waivera true, approvalcomplete and accurate list of all (i) United States and foreign patents and patent applications, authorization(ii) unpatented technology, exemptionincluding trade secrets, registrationknow-how, license proprietary rights and information, and expertise, (iii) United States, state and foreign trademark applications and registrations, trade names and material common-law marks, (iv) United States and foreign registered and material unregistered copyrighted works, including any computer programs and (v) any license, joint venture or declaration is required to be made other material agreements relied on, related to, used or obtained enjoyed by such party GTSD in connection with its business of vitrifying radioactive and mixed wastes (collectively, the execution"Intellectual Property"). (vii) Except as set forth in SCHEDULE 19.1, delivery GTSD either (a) owns or enforceability (b) holds adequate, enforceable, valid and binding licenses to use, transfer, sublicense and otherwise grant rights to third parties in, all of this Agreement or the consummation of Intellectual Property. (viii) Except as set forth in SCHEDULE 19.1, GTSD has no knowledge nor any basis to believe that (a) any of the transactions contemplated hereinIntellectual Property or (b) any past operations or currently planned operations, activities or products of GTSD, infringe on any intellectual property, proprietary, contract or other rights of any third party. (ix) Except as set forth in SCHEDULE 19.1, to the best of GTSD's knowledge, no entity or person is infringing the rights of GTSD with respect to the Intellectual Property and GTSD has no reasonable basis to claim such infringement. (x) Except as set forth in SCHEDULE 19.1 and other than the rights of the Inventors, (a) the Intellectual Property is free and clear of any liens, pledges, assignments, obligations or any other encumbrances of any nature, and (b) no consents or approvals of any person or entity are necessary to sell, convey, transfer, assign, deliver or sublicense any of the Intellectual Property to any third party. (xi) The patents, registered trademarks and registered copyrights listed on SCHEDULE 19.1 are subsisting, valid and enforceable, and have been maintained by the Company. (xii) Except as set forth in SCHEDULE 19.1, none of (a) the Catholic University, (b) the Vitreous State Laboratory of the Catholic University, (c) the United States Government or any United States government agency, (d) any foreign government or foreign government agency or (e) Such party any other person or entity (other than GTSD, the Inventors and First Fidelity Bank, N.A.) have any rights whatsoever in any of the Intellectual Property. 19.2 BNFL hereby represents and warrants to GTSD as of the date hereof as follows: (i) BNFL is not currently in violation a corporation duly incorporated and validly existing under the laws of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such party’s ability the State of Delaware. (ii) BNFL has all requisite corporate power and authority to enter into this Agreement or to and the Sublicense Agreement and carry out and perform its obligations hereunderunder the terms of such agreements. (fiii) The execution, delivery and performance of this Agreement and the Sublicense Agreement have been duly authorized and approved by all necessary corporate action and this Agreement and the Sublicense Agreement, when duly executed and delivered by BNFL, will constitute valid and legally binding obligation of BNFL, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. (iv) The execution and performance of this Agreement and the Sublicense Agreement do not and will not (i) violate BNFL's certificate of incorporation or bylaws, or the terms of any judgment, decree or order of any court or administrative authority or the terms of any material agreement to which it is a party or by which it is bound or (ii) require the filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or third party, excluding those that have already been obtained prior to the date hereof. (v) There is no pending legal actionlitigation, suit arbitration, mediation or other investigation or proceeding that would materially pending or, to the best of BNFL's knowledge, threatened or in prospect, against BNFL with respect to the transactions contemplated by this Agreement. 19.3 Each of the parties hereto covenants and adversely affect agrees to indemnify the ability other party and its Affiliates, directors, officers, employees, agents, successors and assigns and hold such other person harmless against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) actually suffered or incurred by such other person (hereinafter a "Loss"), arising out of or resulting from the breach of any representation or warranty by such party contained herein. 19.4 Promptly after the assertion by any third party of any claim against any party entitled to be indemnified under this Article XIX (the "Indemnitee") that, in the judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Losses for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to the other party who has indemnified such Losses hereunder ("Indemnitor") a written notice describing such claim. Such Indemnitor may participate in and, at its option upon acknowledgment of Indemnitee's right to enter into indemnification for such matter, assume the defense of the Indemnitee against such claim, including the employment of counsel, who shall be reasonably satisfactory to such Indemnitee. In such case, any Indemnitee shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to assume the defense of the such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by Indemnitor's counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be liable to indemnify any Indemnitee for any compromise or settlement of any such action or claim effected without the consent of the Indemnitor. 19.5 In the event that GTSD is required under Section 19.3 to make any indemnification to BNFL, and GTSD cannot or does not make such required payment when required, for whatever reason, BNFL or the Project Organization, as applicable, shall be entitled to offset any such unpaid amounts against any payment otherwise due to GTSD under this Agreement. In the event that BNFL is required under Section 19.3 to make any indemnification to GTSD, and BNFL cannot or does not make such required payment when required, for whatever reason, GTSD or the Project Organization, as applicable, shall be entitled to offset any such unpaid amounts against any payment otherwise due to BNFL under this Agreement or under the Convertible Debenture. In the event the Project Organization withholds amounts otherwise due a party pursuant to perform its obligations hereunderthis Section 19.5, the Project Organization will promptly forward such amounts to the other party. 19.6 All representations and warranties made pursuant to or in connection with this Agreement shall survive the date hereof, but shall terminate three (3) years after the date hereof; provided, that there shall be no such termination with respect to any representation or warranty as to which a bona fide claim has been asserted prior to such date. 19.7 Notwithstanding anything herein to the contrary, each party hereto shall not be liable as Indemnitor for any Losses of the other party under this Article XIX unless and until the aggregate amount of all Losses hereunder by such other party equals or exceeds $50,000, in which case the indemnifying party shall be liable for all such losses of the other party equal to or greater than $50,000, up to a maximum aggregate amount of $10,000,000.

Representations and Warranties of the Parties. Section 3.1 Each of the parties hereto hereby Covered Person severally represents and warrants to each of the other parties on the date hereof and as of the Closing as followsfor himself that: (a) Such party Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) the right to vote pursuant to Section 4.1 of this Agreement all shares of Common Stock of which the Covered Person is the Sole Beneficial Owner; and (b) (if the Covered Person is other than a natural person, with respect to subsections (i) through (x), and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and such Covered Person’s formation; (ii) such Covered Person has all requisite full right, power and authority to conduct its business as it is now being conducted enter into and is proposed to be conducted.perform this Agreement; (biii) Such the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person; (iv) the person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (v) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles); (vi) neither the execution and delivery of this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which such Covered Person is a party or by which the assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Person, if such Covered Person is other than a natural person), or constitutes a default under any of the foregoing, or violates any law or regulation; (vii) such Covered Person has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the full powerspouse of such Covered Person with respect to the interest of such spouse in the shares of Common Stock of such Covered Person if the consent of such spouse is required), authority and legal right required to execute, deliver and perform permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein. The execution; (viii) there are no actions, delivery and suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person’s assets in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this Agreement; (ix) the performance of this Agreement and the consummation will not violate any order, writ, injunction, decree or demand of the transactions contemplated herein have been duly authorized by all necessary actionany court or federal, corporate state, municipal or otherwiseother governmental department, of commission, board, bureau, agency or instrumentality to which such party. This Agreement has been duly executed and delivered Covered Person is subject; and (x) no statement, representation or warranty made by such party and constitutes its legal, valid and binding obligation, enforceable against it Covered Person in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such party of this Agreement, the performance nor any information provided by such party Covered Person for inclusion in a report filed pursuant to Section 6.3 hereof or in a registration statement filed by GS Inc. contains or will contain any untrue statement of its obligations hereunder and a material fact or omits or will omit to state a material fact necessary in order to make the consummation of statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person severally agrees for himself that the transactions contemplated herein by such party does not and will not violate (i) any foregoing provision of its by-lawsthis Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any and he shall take all actions as shall from time to have a material adverse effect upon time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such party’s ability to enter into this Agreement or to perform its obligations hereunderrepresentations shall be true and correct during that period. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereunder.

Representations and Warranties of the Parties. Each of the parties hereto The Promoter hereby represents and warrants to each of the other parties on the date hereof and as of the Closing Allottee as follows: (a) Such party is duly organized or incorporateda. The Promoter has absolute, validly existing clear and in good standing under marketable title with respect to the laws Project Land; the Promoter has requisite rights to carry out development upon the Project Land and the Promoter has absolute, actual, physical and legal possession of the jurisdiction Project Land; b. The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of its organization the Project; c. As on the date of this Agreement, there are no encumbrances upon the Designated Unit and appertaining share in the Project Land or incorporation in the Project; d. There are no litigations pending before any Court or law or Authority with respect to the Project Land, Project or the Designated Unit; e. Save as otherwise disclosed to the Allottee, all approvals, licenses and permits issued by the competent authorities with respect to the Project, Project Land and Designated Unit are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all requisite power and authority to conduct its business as it is now being conducted and is proposed times, remain to be conducted.in compliance with all Applicable Laws in relation to the Project, Project Land, Building and Designated Unit and Common Areas (save as otherwise disclosed to the Allottee); (b) Such party f. The Promoter has the full power, authority and legal right to execute, deliver and perform enter into this Agreement and has not committed or omitted to consummate perform any act or thing whereby the transactions right, title and interest of the Allottee created herein, may prejudicially be affected; g. The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the Project Land including the Project and the said Designated Unit which will, in any manner, affect the rights of Allottee under this Agreement; h. The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said Designated Unit to the Allottee in the manner contemplated hereinin this Agreement; i. At the time of execution of the conveyance deed, the Promoter shall hand over lawful, vacant, peaceful, physical possession of the Designated Unit to the Allottee and possession of the Common Areas to the Association upon the same being registered or the competent authority as the case may be; j. The Designated Unit is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Designated Unit; k. The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Project to the competent authorities either till the Allottee takes over possession or gets a deed registered, whichever is earlier, or till the completion certificate has been issued and proportionate share (attributable to the Designated Unit) thereof till the period mentioned in the intimation to the Allottee to take possession of the Designated Unit along with use of Common Areas (equipped with all the specifications, amenities and facilities) which shall be handed over to the Association when registered or the competent authority, as the case may be; l. No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the Project Land and/or the Project. m. That the Project Land is not WAQF property. n. The Promoter has, as per the Sanctioned Plan and norms of the Municipality, provided for a soak pit and septic tank for the Project and has also done all internal water connections for the entire Project. o. In terms of the approval given by CESC Ltd., the Promoter has applied / obtained the main electricity line for the Project. The executionAllottee shall be entitled to take sub meters from CESC Ltd., delivery at its own cost, for which, the Promoter shall not be accountable or responsible. The Allottee hereby represents and performance warrants to the Promoter as follows: a. It shall not interfere in any manner whatsoever in any connection with the construction of the Building/s, the Project or any part thereof by the Promoter and/or building contractor appointed by the Promoter except in respect of finishes, mentioned specification of construction etc. b. It has been made aware and has acknowledged that the Promoter may, in future, avail of construction finance, project loans or any other financial assistance by providing the Project Land as security for due repayment of such financial assistance (save and except those spaces, units and the Designated Unit which have been sold and transferred with a corresponding proportionate undivided share and interest in the land underneath the Building). The Allottee agrees that for the foregoing purpose, no consent (whether verbal or written) will be required from the Allottee and by executing this Agreement, the Allottee is deemed to have approved and consented to such right available with the Promoter. c. It shall pay the proportionate share of municipal rates and taxes levied by any statutory authorities and to pay all charges for electric, gas, telephone and other facilities on and from the date on which the deed of conveyance in respect of the Designated Unit is registered, or possession is handed over to the Allottee, whichever is earlier. d. It shall not do any act or deed whereby the Promoter’s rights and obligations hereunder are prejudicially affected. e. It shall not throw any rubbish or store any combustible articles in the Common Areas. f. It shall not carry on any illegal or immoral activities in the Designated Unit. g. It shall not decorate or paint otherwise so as to alter the exterior of the said Designated Unit save in accordance with the general scheme thereof as specified by the Promoter. h. It shall not claim any partition or sub-division of the Project Land, the land underneath the Building or the Common Areas. i. It shall not divide the Designated Unit into smaller units. j. It shall not make civil and structural changes inside or outside the Designated Unit. k. It shall maintain the Designated Unit in good, habitable and tenantable condition and if so necessary make all necessary repairs for proper enjoyment of the Project by other unit owners. It being agreed between the Parties that notwithstanding any sub-letting, leave and license and/or other similar arrangements that the Allottee may enter into with any third person, the Allottee shall, at all times, remain responsible for the compliance of the terms hereof (including timely payment of CAM Charges, abiding by the rules framed by the Association/ Maintenance Agency etc.) and the Promoter shall, in no manner, be responsible for the compliance and/or non-compliance by any tenant, assignee, lessee and/or licensee of the Allottee for the purposes of this Agreement and the consummation Designated Unit. l. All matters in relation to maintenance and other related items (including insurance) shall be decided by the Promoter and/or the Maintenance Agency and/or the Association, as the case may be. m. It shall install Grill only as per approved design. n. It shall install window/split air conditioner at designated space(s) provided in the said Designated Unit and in case it wishes to make any changes to such spaces, it/he/ she shall do so only with prior written approval from the Promoter. o. It agrees and acknowledges that the Promoter has the exclusive rights for further or future development by construction of further flats or by construction of additional floors subject to permissions being granted by Rajpur-Sonarpur Municipality. In such circumstances the Allottee agrees that the proportionate undivided common share in the land underneath the Building and/or in the Common Areas shall be allowed to be varied and/or reduced and the Allottee doth hereby covenants and agrees to the same. p. It covenants not to seek possession of the transactions contemplated Designated Unit until the Total Price (to the extent payable), interest, default penalties together with deposit as stated herein have been duly authorized by all necessary action, corporate or otherwise, of such party. This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it are paid to the Promoter in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallythe terms hereof. (c) q. It further covenants that any consequences as a result of any delay on the part of the Allottee to complete mutation of the Designated Unit in the records of the Rajpur Sonarpur Municipality, shall be solely to its own account without any reference and/or risk to the Promoter. r. The execution Allottee expressly agrees that the responsibility of the Promoter for providing amenities and delivery by facilities such party as lighting, landscaping, cleaning, laying of this Agreementpipelines for plumbing and laying of electrical lines shall only be limited to the Project Land and not to the main roads, internal roads and/or any other area outside the Project Land. The responsibility of providing such amenities and facilities outside the Project Land shall be of the Rajpur Sonarpur Municipality and in consideration of the same, the performance Promoter has already paid a consolidated development fee of Rs. 1,59,282/- (Rupees One Lakh Fifty-Nine Thousand Two Hundred and Eighty-Two only) for Holding No 1646 i.e., Block A and Rs. 1,09,608/- (Rupees One Lakh Nine Thousand Six Hundred and Eight only) for Holding No. 1445 i.e., ▇▇▇▇▇ B and a drainage fee of Rs. 71,000/- (Rupees Seventy-One Thousand only) for Holding No. 1646 i.e., ▇▇▇▇▇ A and Rs. 83,545/- (Rupees Eighty-Three Thousand Five Hundred and Forty-Five Only) for Holding No. 1445 i.e., Block B to the Rajpur Sonarpur Municipality. The Allottee undertakes that the Promoter shall not be held accountable for any act, omission, matter, deed or thing done by such party the statutory authorities and it shall not exert any claim or demand against the Promoter, in this regard. s. The Allottee covenants not to, at any point of time, enclose or butt the Parking Space by way of constructing a wall or enclosing the same with a grill. t. The Allottee undertakes and confirms that the Allottee and its obligations hereunder advisors (including its engineer, architect, its advocate) have satisfied themselves with respect to the size, quality, validity, title, genuineness and all other attributes of the Designated Unit, the Building, and the consummation of the transactions contemplated herein by such party does Project and for which, it shall not and will not violate (i) raise any provision of its by-laws, charter, articles of association, partnership agreement or other similar governing or organizational document, (ii) any provision of any material agreement to which it is a party or by which it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it is subject. (d) Except to the extent provided in the Securities Purchase Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (e) Such party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected claim and/or demand at any time to have a material adverse effect upon such party’s ability to enter into this Agreement or to perform its obligations hereunderin the future. (f) There is no pending legal action, suit u. The Allottee agrees that each Unit owner of a commercial shop shall be exclusively entitled to use and enjoy the open patio appurtenant to the commercial shop he or proceeding that would materially and adversely affect the ability of such party to enter into this Agreement or to perform its obligations hereundershe has bought.