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

Representations and Warranties of the Parties. Each Covered Person severally represents and warrants for himself that: (a) Such 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that period.

Representations and Warranties of the Parties. Each Covered Person severally 8.1 The Promoter hereby represents and warrants to the Allottee as follows: (a) The Promoter is validly constituted and organized in accordance with law in India and the person(s) negotiating and finalizing this Agreement are duly authorized person in accordance with delegation and authority. (b) 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 himself 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 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; (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 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 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 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) Such Covered Person The Allottee is validly constituted and organized in accordance with law in India and has (and, with respect due permission and authority 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 timecarry on its business; (b) Such Covered Person The Allottee confirms that the Allottee has (and, entered into this transaction with respect to shares of Common Stock to be acquired, will have) the right to vote pursuant to Section 4.1 full knowledge and understanding of this Agreement and subject to all shares the 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 Common Stock the documents with the Promoter and will submit the requisite six monthly compliance report of which the Covered Person is Environmental Clearance conditions along with the Sole Beneficial Owner; andEnvironmental monitoring reports through approved laboratory, as per the format of MoEF provided by the Promoter. (c) (if the Covered Person is other than a natural person, with respect to subsections (iThe person(s) through (x), negotiating and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) 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 executing 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 Allottee and binding obligation of such Covered Person, enforceable against such Covered Person finalizing the sale transaction 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;duly authorized. (viid) such Covered Person The Allottee has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse 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), required to permit such Covered Person to enter into this Agreement and requisite financial capability to consummate the transactions contemplated herein;herein and has the financial capacity to pay the Total Price to the Promoter for purchasing the Plot. (viiie) there are no actionsThe 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, suits or proceedings pendingzoning plan, ornotifications, 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 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 Town & Country Planning, Haryana (f) Subject to the knowledge of Promoter formulating the development control and services guidelines, the 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, and/or 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 levies for consummating the ability of such Covered Person to perform transaction contemplated under this Agreement;. (ixh) The Allottee undertakes to pay to the performance Promoter, the applicable Government Charges in the same proportion as the area of this Agreement will not violate any orderthe Plot bears to the total area of the Project, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to on which such Covered Person is subject; andGovernment 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. (xi) no statementThe 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, representation or warranty made energy conservation, ground water extraction, rainwater harvesting, use of renewable energy as stipulated in the various approvals received by such Covered Person the Promoter as well as the various approvals and conditions of the Licenses mentioned in this Agreement, nor any information 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 Covered Person effluent/ sewage generated by the Allottee to meet the requirements of recycled water/ for inclusion in final disposal into a report filed pursuant to Section 6.3 hereof or in a registration statement filed public drain as per applicable laws (k) Undertake solid/municipal waste management measures as may be directed by GS Inc. contains or will contain any untrue statement the Haryana State Pollution Control Board/local authorities for the Demised Plot. (l) Ensure installation of a material fact Solar Photovoltaic Power Plant as per provisions contained in the notification no. 22/52/2005-5 power dated 03.09.2014 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall applicable from time to 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 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 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 be adopted. However, if the Allottee fails to perform its obligations with 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 cure carry out the re-conveyance of the Plot in favour of Promoter. (s) The Allottee shall file an annual information report with the Promoter with regard to the performance of Allottee’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. (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 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 the Allottee, has, at the time of issuing such intimation to the Promoter and before entering into any breach or violation deal / transaction, complied with the following conditions: i. the Allottee has paid all its dues on account of the maintenance charges, service charges, infrastructure charges, transfer of services charges and other amounts payable to obtain 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 authorizationsnuisance 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, consentsin the same form and content as executed by the Allottee, approvals including but not limited to the common maintenance agreement, services agreements, etc., and clearances in order that 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 representations sum shall carry interest calculated at the rate of 2% (two percent) above the SBI MCLR, which shall be true 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 correct during that periodthe Promoter shall terminate this Agreement. (u) The Allottee undertakes to use 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 Covered Person severally represents and warrants for himself that: (ai) Such such Covered Person has (and, and with respect to shares of Common Stock Covered Shares to be acquiredacquired in the future, 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))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, an 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 shares of Common Stock Covered Shares are subject or as permitted by the policies of GS Inc. in effect from time to timesubject; (bii) Such this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person has in accordance with its terms (andsubject 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 respect this Agreement; (iv) such Covered Person understands that his ability 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 transfer the Covered Person Shares is subject to legal and contractual restrictions and that the Sole Beneficial OwnerCovered 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 (cv) (if the 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 other than not a natural person, with respect to subsections (i) through (x), person additionally and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only):severally represents and warrants that: (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person's ’s formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement;; and (iii) 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision provisions of this Article III shall be a continuing representation representations and covenant by him warranties of such Covered Person during the period that he such person shall be a Covered PersonPerson and Common Shares of such person shall be Covered Shares, and he such Covered Person shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations and warranties shall be true and correct during that such period.

Representations and Warranties of the Parties. Each Covered Person severally represents and warrants for himself that: (a) Such 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's ’s formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 ’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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that period.

Representations and Warranties of the Parties. Each Covered Person severally (a) The Owner represents and warrants for himself by, through and under it only, in favor of Optionee that: (ai) Such 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 it is the Sole Beneficial Owner; and (c) (if sole and exclusive, undivided legal and beneficial owner of 100% interest in 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formationProperty; (ii) such Covered Person has full rightNo notices to, power and authority or consents, authorizations or approvals of any person or entity are required (which have not been given to enter into and perform this Agreement; (iiior received by the Owner) 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 for the execution, delivery and performance by the Owner of this Agreement; and this its obligations as contemplated hereunder; (iii) This Agreement has been duly executed and delivered 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 and constitutes the legal, a valid and legally binding obligation of such Covered Personthe Owner, enforceable against such Covered Person the Owner by Optionee in accordance with its the terms (hereof, subject to bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium reorganization and similar other laws of general applicability application relating to or affecting creditors' ’ rights and to general equity equitable principles); (iv) The Owner has not assigned, or agreed to assign, all or any part of its right, title or interest in and to the Property, or royalty interests, if any, to any other person or entity, or entered into any other contracts to sell, transfer, mortgage, or assign the Property, or any portion thereof, and during the term of this Agreement, Owner shall not take any action to adversely affect the rights of OPTIONEE hereunder; (v) There are no disputes between the Owner and any other party in respect of the Property or the underlying claims; (vi) neither Owner has full power and authority to sell, transfer and assign the execution Property to OPTIONEE, in accordance with the terms of this Agreement; (vii) Owner is not in breach of any of its obligations under any agreement relating to the Property; (viii) Owner is qualified to own and delivery dispose of the Property; (ix) The parties expressly agree that OPTIONEE shall not, by the terms thereof, assume liability for damages to the Property or responsibility for reclamation or environmental obligations accruing as a result of any actions or operations on the Property prior to the Closing and then, only for such operations as may be conducted on the Property by OPTIONEE after Closing, and Owner shall indemnify and hold OPTIONEE harmless from any and all claims, causes of action, penalties, fines, or other court costs and reasonable attorney’s fees, that may arise from, actions or operations conducted by Owner on the Property prior to the Closing of the Agreement. (b) The OPTIONEE represents and warrants in favor of Owner that: (i) This Agreement has been duly executed and delivered by and constitutes a valid and legally binding obligation of OPTIONEE, enforceable against the OPTIONEE by Owner in accordance with the terms hereof, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles; (ii) From and after the date hereof, if OPTIONEE elects to exercise the Option to purchase the Property, OPTIONEE shall assume liability for damage to the Property and responsibility for reclamation or environmental obligations accruing as a result of any actions or operations on the Property from and after the date of the Closing of the purchase of the Property. (iii) OPTIONEE shall indemnify and hold Owner harmless from any and all claims, causes of action, penalties, fines, or other court costs and reasonable attorneys’ fees, that may arise from, actions or operations conducted on the Property from and after the Property Purchase Date. (c) The representations and warranties made herein by the Owner and OPTIONEE are true and correct as of the date of this Agreement by such Covered Person nor and shall survive 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 authoritieshereby, and any other personthe Closing, if any (including the spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that perioddefined below.

Representations and Warranties of the Parties. Each Covered Person severally 7.1 Representations and Warranties of THVOW THVOW hereby represents and warrants for himself thatto SESHK and ICCDI as follows: (a) Such 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 THVOW is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is listed company duly organized and validly existing in good standing under the laws of the jurisdiction PRC and is in compliance with all conditions required to maintain its status as an enterprise legal person under the laws of the PRC. (b) 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 Covered Person's formation; 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, (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) authorize the execution and delivery of this Agreement Contract and all of the agreements contemplated herein to which it is a party, and (iii) authorize the performance and observance of the transactions terms and conditions of this Contract and all of the 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 have been duly authorizedto which it is a party; provided, however, that this Contract shall be subject to the approval of the Examination and no further proceedings on Approval Authority or other authority before 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;it may become effective. (ive) Upon the person signing approval of the Examination and Approval Authority, this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (v) this Agreement constitutes Contract shall constitute the legal, valid and binding obligation of such Covered Person, THVOW and is enforceable against such Covered Person THVOW in accordance with its the terms (subject to bankruptcyherein. TSEC JV Contract amended in August 18, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles);2017 11 (vif) neither the execution THVOW's execution, delivery and delivery performance of this Agreement by such Covered Person nor 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 conflicts hereunder. (g) All information supplied to SESHK and ICCDI by THVOW in relation to this Contract, including information concerning the business and financial status of THVOW and any relevant assets, inventories and outstanding contractual arrangements with or results their respective suppliers and customers, is true and correct in a breach of all material respects, whether any of the termssame has been verified or audited by an independent third party or not. (h) THVOW is in compliance in all material respects with all applicable laws, conditions or provisions including in connection with the operation of its business. THVOW has not received written notice of any agreement or instrument to which such Covered Person is a party or by which the assets material violation 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)any law, or constitutes 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 under 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 foregoingsubject of any existing, pending, threatened or contemplated (i) bankruptcy, insolvency or other debtor’s relief proceeding, or violates any law (ii) litigation, claim, action, suit or regulation; (vii) such Covered Person has obtained all authorizationsother judicial or administrative proceeding, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse 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), required to permit such Covered Person which could adversely affect THVOW’s right or ability to enter into this Agreement and Contract or to consummate the transactions contemplated herein;. (viiik) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally THVOW agrees for himself that the foregoing provision of this Article III Company shall be a continuing representation and covenant by him during liable for the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodpayment of the Sub-license Royalty To GTI under the sub-license Project.

Representations and Warranties of the Parties. Each Covered Person severally (a) hereby represents and warrants for himself thatto Sun Hill as follows: (a) Such 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 and validly existing in good standing under that the laws sale and/or use of the jurisdiction Agreement Products, to the best of such Covered Person's formationknowledge, does not infringe any patent, trademark, copyright, trade secret or other intellectual property right of any third party; (ii) such Covered Person has full rightthat it will comply with all applicable laws relating to the manufacture, power sale and authority to enter into and perform this Agreementdistribution of the Agreement Products; (iii) that the execution Agreement Products shall be of good 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 Personmerchantable quality; (iv) that it will refer all sales inquiries regarding the person signing this Agreement on behalf sale of such Covered Person has been duly authorized by such Covered Person Seasonal Products in the Territory to do soSun Hill for processing and fulfillment; (v) this that it will deliver all of the Agreement constitutes Products in a timely fashion and in the legalevent delivery is not made by the date required by Sun Hill as a final date, valid and binding obligation then Sun Hill shall have the right to find a replacement source of such Covered Person, enforceable against such Covered Person in accordance with its terms supply (within or without Asia) for the Agreement Products that were the 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)the late delivery; (vi) neither the execution that it has full power 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 spouse 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), required to permit such Covered Person authority to 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 of this Agreement and the consummation of the transactions contemplated herein 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; (viiiii) there are no actions, suits or proceedings pending, or, that it will comply with all applicable laws relating to the knowledge manufacture, sale and distribution of such Covered Person, threatened against or affecting such Covered Person or such Covered Person's assets Seasonal Products 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 AgreementSun Hill product lines; (ixiii) 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 performance transactions contemplated hereby. This Agreement constitutes the valid, legal and binding obligations of Sun Hill in accordance with their respective terms. The execution of this Agreement and the consummation of the transactions contemplated herein will not violate result in any order, writ, injunction, decree or demand breach of any court terms, conditions or federal, state, municipal provisions of or constitute a default under or conflict with any agreement or other governmental department, commission, board, bureau, agency or instrumentality instrument to which such Covered Person Sun Hill is subject; and (x) no statement, representation a party 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall which Sun Hill may be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodbound.

Representations and Warranties of the Parties. Each Covered Person severally represents 10.1 The Buyer issues to the Sellers the following representations and warrants 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 Buyer to authorize the Buyer to enter into this Contract, have been duly and duly undertaken, this Contract has been duly entered into by the Buyer and constitutes a valid and binding obligation for himself thatthe same. (iii) The signing and performance of the Contract in itself considered: (a) Such Covered Person has (anddo not give rise to violations of provisions contained in the statute of the Buyer, with respect nor to shares violations of Common Stock to be acquired, will have) good, valid and marketable title to rules of law or regulations or provisions contained in orders of 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 judicial authority 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 timecompetent authorities; (b) Such Covered Person has (do not constitute a breach of further obligations assumed by the Buyer and, with respect to shares of Common Stock to be acquiredin any case, 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; andborne by it. (c) (if the Covered Person is do not require any further approval or authorisation or other than a natural personact by any person or body or authority, with respect or any further communication to subsections (i) through (x), and if the Covered Person is a natural person, with respect to subsections them; (iv) through (x) only):The Buyer disposes and will 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) such Covered Person is duly organized and validly existing The Sellers have the full enjoyment of their rights, are not in good standing under a state of insolvency, nor are they subject, or are there, to the laws of the jurisdiction of such Covered Person's formationstate, facts or events that could determine their submission to insolvency proceedings; (ii) such Covered Person has full rightThe Sellers are endowed with any capacity, power or authorization necessary to sign the Contract and authority to enter into fulfil all obligations and perform this Agreementcommitments arising therefrom. In particular, the signing and fulfillment of the Contract by the Sellers: (a) do not require any further approval or authorisation or other act by any person or body or authority, or any further communication to them; (iiib) the execution do not give rise to violations of rules of law or regulations and delivery of this Agreement and the performance provisions contained in measures 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 Personjudicial authority or other competent authorities; (ivc) 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 not constitute a breach of any of the termsfurther obligations assumed by them and, 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 federalcase, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person charged to perform this Agreement; (ix) the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodthem.

Representations and Warranties of the Parties. 4.1 Each Covered Person severally of the EdgePoint Entities hereby solidarily represents and warrants for himself thatto 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 Arrangement Agreement: (a) Such Covered Person it has (and, with respect to shares of Common Stock to be acquired, will have) good, valid been duly formed 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person its formation and has full right, all necessary power and authority to enter into execute and deliver this Agreement and to perform this Agreementits obligations hereunder; (iiib) 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 the transactions contemplated herein have its obligations hereunder; (c) this Agreement has been duly authorizedexecuted and delivered by it and, assuming the due authorization, execution and no further proceedings on delivery by the part Parent and the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Parent and the Purchaser against each of the EdgePoint Entities 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 Covered Person are necessary 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 authorize the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement; and this Agreement has been duly executed by such Covered Persondoes 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; (ive) it is the person signing 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 on behalf of such Covered Person has been duly authorized by such Covered Person to do soAgreement; (vf) this Agreement constitutes it currently has, and as of the legalCompany Meeting, valid will have, the sole right to vote (or cause to be voted) and binding obligation of such Covered Persondispose (or direct the disposition of) all the Subject Shares, enforceable against such Covered Person 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 its terms 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 bankruptcyany voting trust, insolvencyagreement, fraudulent transferarrangement or restriction with respect to the voting of such Subject Securities, reorganizationincluding the granting of any proxy or power of attorney with respect thereto, moratorium 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 similar laws the Purchaser pursuant to this Agreement; (i) none of general applicability relating 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 affecting creditors' rights 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 EdgePoint Entities to perform their obligations hereunder; (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 (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 general equity principlesit of additional Shares or Convertible Debentures (other than pursuant to the terms of the Convertible Debentures in effect on the date hereof); (vik) neither there are no Actions in progress or pending or, to the knowledge of any EdgePoint Entity, threatened against it or any of its affiliates that would materially adversely affect in any manner (i) its ability to enter into this Agreement 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: (a) it has been duly formed and is validly existing under the laws of the jurisdiction of its formation and has all necessary power and authority to execute and deliver this Agreement 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 Covered Person nor 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 herein conflicts hereby or the compliance by it with or results 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 the terms(i) its constating documents, conditions or provisions of (ii) any agreement or instrument to which such Covered Person it is a party or by which the it or any of its properties or assets is bound, (iii) any judgment, decree, order or award 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)any Governmental Entity, or constitutes a default under (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 foregoing, Parent or violates any law or regulation;the Purchaser to perform its obligations hereunder; and (viif) such Covered Person it has obtained all authorizations, consents, approvals the requisite corporate power and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse 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), required to permit such Covered Person authority to enter into this the Arrangement Agreement and to perform its obligations under the Arrangement Agreement and to consummate the transactions contemplated herein;by the Arrangement Agreement. (viii) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) no statement, representation or warranty made by such Covered Person 4.3 The representations and warranties set forth in this Agreement, nor any information provided by such 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 Article 4 shall not survive the completion of the Transaction and will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make expire and be terminated at the statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodExpiry Time.

Representations and Warranties of the Parties. Each Covered Person severally 15.1 The Landowner and Developer hereby represents and warrants to Purchaser(s) that to the best of their knowledge and awareness: (a) Landowner have clear and marketable title with respect to the Larger Property as declared in the Title Certificate, and has the necessary rights to carry out development upon the Project Land and also has actual, physical and legal possession of the Project Land for himself the implementation of the Project; (b) Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project and shall obtain requisite approvals from time to time to complete the development of the project; (c) There are no encumbrances upon the Larger Property or the Project except those disclosed, if any, in the title report; (d) There are no litigations pending before any Court of law with respect to the Project Land except those disclosed in the title report; (e) That in 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, all approvals, licenses and permits yet to be issued by the relevant Authorities with respect to the Project, Project Land or Project Building shall be obtained by following due process of law and the Promoter has been and shall, at all times, remain in compliance with applicable laws in relation to 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) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will havePurchaser(s) good, valid is/are not prohibited from acquiring the Apartment 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 Parking Space under any pledge, lien, security interest, charge, claim, equity applicable law 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 timeotherwise; (b) Such Covered Person has (and, with respect to shares of Common Stock Purchaser(s) has/have not been declared and/or adjudged to be acquiredinsolvent or bankrupt, will have) and/or ordered to be wound up or dissolved, as 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; andcase may be; (c) (if no receiver and/or liquidator and/or official assignee or any person is appointed in 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 and validly existing in good standing under the laws case of the jurisdiction Purchaser(s) or all or any of such Covered Person's formationhis /her/their/its assets and/or properties; (iid) such Covered Person none of the Purchasers(s) assets/properties are attached and/or no notice of attachment has full rightbeen received under any applicable rule, power and authority to enter into and perform this Agreementlaw, regulation, or statute; (iiie) 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 notice is or has been duly executed by such Covered Personreceived 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; (ivf) the person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (vno execution or other similar process is issued or levied against Purchaser(s) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable or 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 his/her/their/its assets 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodproperties.

Representations and Warranties of the Parties. Each Covered Person severally 8.1. The Vendor hereby represents and warrants for himself that: (a) Such 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 Allottee 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):follows: (i) such Covered Person is duly organized The Vendor has absolute, clear and validly existing 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 of such Covered Person's formationProject Land and the Allottee has verified the Vendor’s title to the Project Land; (ii) such Covered Person The Vendor has full right, power lawful rights and authority requisite approvals from the competent Authorities to enter into and perform this Agreementcarry out development of the Project; (iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings As on the part of such Covered Person are necessary to authorize the execution, delivery and performance date of this Agreement; and this Agreement has been duly executed by such Covered Person, there are no encumbrances upon the Designated Unit; (iv) There are no litigations pending before any Court or law or Authority with respect to the person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do soProject or the Designated Unit; (v) this Agreement constitutes Save as otherwise disclosed to the legalAllottee, all approvals, licenses and permits issued by the competent authorities with respect to the Project, Project Land and Designated Unit are valid and binding obligation subsisting and have been obtained by following due process of such Covered Personlaw. Further, enforceable against such Covered Person the Vendor has been and shall, at all times, remain to be in accordance compliance with its terms (subject all Applicable Laws in relation to bankruptcythe Project, insolvencyProject Land, fraudulent transfer, reorganization, moratorium Designated Unit and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles)Common Areas; (vi) neither The Vendor has 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 spouse 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), required to permit such Covered Person right to enter into this Agreement and has not committed or omitted to consummate perform any act or thing whereby the transactions contemplated 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) there are no actions, suits or proceedings pending, or, The Vendor confirms that the Vendor is not restricted in any manner whatsoever from selling the said Designated Unit to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person's assets Allottee 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 manner contemplated in this Agreement; (ix) At the performance time of this Agreement will not violate any orderexecution of the conveyance deed, writthe Vendor shall hand over lawful, injunctionvacant, decree or demand peaceful, physical possession of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality the Designated Unit to which such Covered Person is subject; andthe Allottee; (x) The Designated Unit is not the subject matter of any HUF and that no statementpart thereof is owned by any minor and/or no minor has any right, representation title and claim over the Designated Unit; (xi) The Vendor 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 of the Designated Unit or warranty 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 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 Vendor in respect of the Project Land. (xiii) That the Project is not WAQF property. (xiv) The said Plan of drainage has already been Sanctioned by KMC and septic tank for the Project 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., 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 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 Covered Person 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, nor the Allottee is deemed to have approved and consented to such right available with the Vendor. (iii) It shall pay the proportionate share of municipal rates and taxes levied by any information 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. (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. 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 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 Designated Unit. (xii) All matters in relation to maintenance and other related items (including insurance) shall be decided by the Vendor and/or the Maintenance Agency and/or the Association, as the case may be. (xiii) 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 Covered Person 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 payable) together with interest, default, penalties, deposit etc. as stated herein are paid to the Vendor. (xvii) 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 Vendor. (xviii) The Allottee expressly agrees that the responsibility of the Vendor for inclusion providing amenities and facilities such as lighting, landscaping, cleaning, 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 thing done by the statutory authorities and it shall not exert any claim or demand against the Vendor, 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 report filed pursuant 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 Section 6.3 hereof or 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 in a registration statement filed by GS Inc. contains or will contain any untrue statement the future. (xxi) The Allottee agrees that each Unit owner 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 severally agrees for himself that the foregoing provision of this Article III commercial shop shall be a continuing representation exclusively entitled to use and covenant by him during enjoy the period that open patio appurtenant to the commercial shop he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodshe has bought.

Representations and Warranties of the Parties. Each Covered Person severally represents and warrants for himself that:​ (a) Such Covered Person has (andinVentiv represents, with respect to shares of Common Stock to be acquired, will have) good, valid warrants 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):covenants that: ​ (i) such Covered Person is duly organized it shall perform the Services in a professional, workmanlike manner, in accordance with good industry practice, in accordance with all applicable policies and validly existing procedures, and in good standing under the laws of the jurisdiction of such Covered Person's formation;accordance with those specifications, timelines, and any other qualitative or quantitative standards which inVentiv and Client agree to (in writing); ​ (ii) such Covered Person has it shall maintain in full rightforce and effect all necessary licenses, power permits, approvals (or waivers) and authority authorizations required by law to enter into carry out its obligations under this Agreement and perform this any Project Agreement;; ​ (iii) 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; Agreement by inVentiv and this Agreement has been duly executed by such Covered Person; (ivthe consummation of the transaction(s) the person signing this Agreement on behalf of such Covered Person contemplated hereby has been duly authorized by such Covered Person to do so; (v) this all requisite corporate action; that the Agreement constitutes the legal, valid valid, and binding obligation of such Covered PersoninVentiv, enforceable against such Covered Person in accordance with its terms (subject except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar reorganization or other laws of general applicability relating to or affecting creditors' ’ rights generally and to by general equity principlesprinciples of equity); (vi) neither the execution ; and delivery of that this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with and performance hereunder does not violate or results in constitute a breach under any organizational document of inVentiv or any contract, ​ ​ other form of the termsagreement, conditions or provisions of any agreement judgment or instrument order to which such Covered Person inVentiv is a party or by which it is bound; ​ (iv) the assets personnel assigned to perform Services rendered under this 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 which would prevent it from fulfilling its obligations under this Agreement and any Project Agreement and that during the term of such Covered Person are bound this Agreement and any Project Agreement, it will not enter into any agreement to provide services which would in any way prevent it from performing the Services; ​ (vi) the Services shall be provided in compliance with all applicable statutes, federal and state laws, ordinances, rules or regulations of any governmental or regulatory authority including without limitation the organizational documents of such Covered Person, if such Covered Person is other than a natural person(but not limited to), as applicable, 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 Prescription Drug Marketing Act (“PDMA”), the Health Insurance Portability and Accountability Act (“HIPAA”) and The Health Information Technology for Economic and Clinical Health (“HITECH”) Act, and similar state laws, rules and regulations (collectively, “Applicable Law”); ​ (viii) any Services or constitutes work performed or Deliverables (defined below) provided under this Agreement or any Project Agreement, or any portion thereof, do not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party; and no third party has asserted or is asserting, a default under claim of any of the foregoing. However, the foregoing will not apply if the applicable infringement, misappropriation, or violates violation is caused by Client’s unauthorized use or modification of any law work or regulationDeliverables (b) Client represents, warrants and covenants that: ​ (i) the execution, delivery and performance of this Agreement 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 degree of skill and care necessary, and will act in good faith to provide inVentiv with the necessary materials, information, product training, and assistance required to enable inVentiv to perform the Services in compliance with all Applicable ​ ​ Law. Certain Client obligations and responsibilities unique to a specific Project Agreement shall be specified within that Project Agreement; (iii) Client shall ensure all content (product or otherwise), materials, documentation and information provided by it to inVentiv are in compliance with all Applicable Laws when provided or made available to inVentiv; ​ (iv) Client shall provide any and all necessary training regarding the Client product(s) and shall be responsible for all costs and expenses of such training, including pre-approved inVentiv personnel travel, lodging, meals, and other reasonable miscellaneous expenses directly related to such training; (v) Client’s products 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 all lawful authority necessary to market and sell the 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 inVentiv does not infringe on any intellectual property or product marketing rights of any other person or entity; (vi) Client is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement and any Project Agreement and that during the term of this Agreement and any Project Agreement, it will not enter into any agreement which would in any way prevent or restrict inVentiv from performing the Services; and ​ (vii) such Covered Person has obtained Client is solely responsible for reviewing and approving all authorizations, consents, approvals Client’s product promotional materials and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse of such Covered Person with respect literature created pursuant to the interest of such spouse in the shares of Common Stock of such Covered Person if the consent of such spouse is required), required to permit such Covered Person to enter into or provided for use under this Agreement and/or Project Agreement and to consummate the transactions contemplated herein;for ensuring all such materials comply with Applicable Law; and ​ (viii) there Client shall notify inVentiv in the event it is subject to or becomes subject to a Federally Mandated Corporate Integrity Agreement (CIA) or other compliance obligations which require inVentiv to provide Client with data, training, analysis, oversight or certifications that are no actionsnot contemplated by the Services described herein. In such event, suits or proceedings pending, or, to the knowledge Parties shall mutually agree on an appropriate allocation of costs and expenses associated with inVentiv's provision of such Covered PersonCIA related data, threatened against training, analysis, oversight or affecting such Covered Person or such Covered Person's assets certifications not included 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 scope of such Covered Person to perform this Agreement; (ix) the performance of Services provided under this Agreement will not violate or any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) no statement, representation or warranty made by such Covered Person in this related Project Agreement, nor any information provided by such 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 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that period.​

Representations and Warranties of the Parties. Each Covered Person severally represents and warrants for himself that: (a) Such Covered Person Each GolfRounds Party hereby represents as follows, and each of such representations and warranties shall be deemed to have been given as of the date hereof and as of the date of the Closing: The GolfRounds Party has (and, with respect full legal power to shares of Common Stock execute and deliver this Agreement and to perform his or its obligations hereunder. All acts required 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 taken 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority GolfRounds Party to enter into and perform this Agreement; (iii) the execution and delivery of this Agreement and the performance of to carry out the transactions contemplated herein hereby have been duly authorizedbeen, and no further proceedings on or prior to the part of such Covered Person are necessary to authorize the executionClosing Date shall have been, delivery and performance of this Agreementproperly taken; 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 a legal, valid and binding obligation of such Covered PersonGolfRounds Party, enforceable against such Covered Person in accordance with its terms. The execution, delivery and performance of this Agreement by the GolfRounds Party in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to, (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); (vii) neither the execution and delivery of this Agreement by such Covered Person nor the consummation any provision of the transactions contemplated herein conflicts with certificate of incorporation or results in a breach by-laws, if any, of Seller, or (ii) any franchise, mortgage, indenture or deed of the termstrust or any material lease, conditions license or provisions of any other agreement or instrument any law, regulation, order, judgment or decree to which such Covered Person GolfRounds Party is a party or by which the assets such GolfRounds Party (or any of his or its assets, properties, operations or businesses) may be bound, subject to or affected. (b) Each Buyer hereby represents as follows, and each 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 representations and warranties shall be deemed to have been given as of the foregoing, date hereof and as of the date of the Closing: Buyer has full legal power to execute and deliver this Agreement and to perform his 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 spouse 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), its obligations hereunder. All acts required to permit such Covered Person be taken by Buyer to enter into this Agreement and to consummate carry out the transactions contemplated herein; (viii) there are no actionshereby have been, suits or proceedings pending, or, prior to the knowledge Closing Date shall have been, properly taken; and this Agreement constitutes a legal, valid and binding obligation of such Covered PersonBuyer, threatened against or affecting such Covered Person or such Covered Person's assets enforceable in any court or before or by any federalaccordance with its terms. The execution, 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 delivery and perfor mance of this Agreement by Buyer in a▇▇▇▇▇ance with its terms will not violate not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to, (i) any provision of the certificate of incorporation or by-laws, if any, of Buyer, or (ii) any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, writ, injunction, judgment or decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person Buyer is subject; and a party or by which Buyer (xor any of his or its assets, properties, operations or businesses) no statementmay be bound, representation subject to 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodaffected.

Representations and Warranties of the Parties. Each Covered Person severally 19.1 GTSD hereby represents and warrants for himself thatto BNFL as of the date hereof as follows: (a) Such 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 GTSD is a corporation duly organized incorporated and validly existing in good standing under the laws of the jurisdiction State of such Covered Person's formation;Delaware. (ii) such Covered Person GTSD has full right, all requisite corporate power and authority to enter into this Agreement, the Convertible Debenture and the Sublicense Agreement and carry out and perform this Agreement;its obligations under the terms of such agreements. (iii) 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 The execution, delivery and performance of this Agreement; , the Convertible Debenture and this the Sublicense Agreement has been duly executed by such Covered Person; (iv) the person signing this Agreement on behalf of such Covered Person has have been duly authorized and approved by such Covered Person to do so; (v) all necessary corporate action and this Agreement constitutes Agreement, the legalConvertible Debenture and the Sublicense Agreement, when duly executed and delivered by GTSD, will constitute valid and legally binding obligation of such Covered PersonGTSD, enforceable against such Covered Person in accordance with its terms (their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' the rights and to general equity principles);of creditors generally. (viiv) neither the The execution and delivery performance of this Agreement, the Convertible Debenture and the Sublicense Agreement by such Covered Person nor do not and will not (i) violate GTSD's certificate of incorporation or bylaws, or the consummation of the transactions contemplated herein conflicts with or results in a breach terms of any of the termsjudgment, conditions decree or provisions order of any court or administrative authority or the terms of any material agreement or instrument to which such Covered Person it is a party or by which it is bound or (ii) require the assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Personfiling, if such Covered Person is other than a natural person)declaration or registration with, or constitutes a default under 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 litigation, arbitration, mediation or other investigation or proceeding pending or, to the best of GTSD's knowledge, threatened or in prospect, against GTSD with respect to the transactions contemplated by this Agreement. (vi) Schedule 19.1 attached hereto sets forth, as of the foregoingdate hereof, a true, complete and accurate list of all (i) United States and foreign patents and patent applications, (ii) unpatented technology, including trade secrets, know-how, 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 violates any law other material agreements relied on, related to, used or regulation;enjoyed by GTSD in connection with its business of vitrifying radioactive and mixed wastes (collectively, the "Intellectual Property"). (vii) such Covered Person Except as set forth in SCHEDULE 19.1, GTSD either (a) owns or (b) holds adequate, enforceable, valid and binding licenses to use, transfer, sublicense and otherwise grant rights to third parties in, all of the Intellectual Property. (viii) Except as set forth in SCHEDULE 19.1, GTSD has obtained all authorizationsno knowledge nor any basis to believe that (a) any of the Intellectual Property or (b) any past operations or currently planned operations, consentsactivities or products of GTSD, approvals and clearances infringe on any intellectual property, proprietary, contract or other rights of all courtsany third party. (ix) Except as set forth in SCHEDULE 19.1, governmental agencies and authoritiesto the best of GTSD's knowledge, and any other person, if any (including no entity or person is infringing the spouse rights of such Covered Person GTSD with respect to the interest 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 such spouse 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 shares Catholic University, (b) the Vitreous State Laboratory of Common Stock the Catholic University, (c) the United States Government or any United States government agency, (d) any foreign government or foreign government agency or (e) any other person or entity (other than GTSD, the Inventors and First Fidelity Bank, N.A.) have any rights whatsoever in any of such Covered Person if the consent Intellectual Property. 19.2 BNFL hereby represents and warrants to GTSD as of such spouse the date hereof as follows: (i) BNFL is required), required to permit such Covered Person a corporation duly incorporated and validly existing under the laws of the State of Delaware. (ii) BNFL has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herein;Sublicense Agreement and carry out and perform its obligations under the terms of such agreements. (viiiiii) there are 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 actionslitigation, suits arbitration, mediation or proceedings pending, other investigation or proceeding pending or, to the knowledge best of such Covered PersonBNFL's knowledge, threatened or in prospect, against or affecting such Covered Person or such Covered Person's assets in any court or before or BNFL with respect to the transactions contemplated 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;. 19.3 Each of the parties hereto covenants and agrees to indemnify the 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 (ixincluding, 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 performance of this Agreement will not violate any order, writ, injunction, decree or demand breach of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) no statement, representation or warranty made by such Covered Person 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, nor 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 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 information 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 this 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 Covered Person for inclusion other party equals or exceeds $50,000, 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 a material fact or omits or will omit to state a material fact necessary in order to make which case the statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person severally agrees for himself that the foregoing provision of this Article III indemnifying party shall be liable for all such losses of the other party equal to or greater than $50,000, up to a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodmaximum aggregate amount of $10,000,000.

Representations and Warranties of the Parties. Section 3.1 Each Covered Person severally represents and warrants for himself that: (a) Such 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 (cb) (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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's ’s formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 ’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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that period.

Representations and Warranties of the Parties. Each Covered Person severally The Promoter hereby represents and warrants for himself thatto the Allottee as follows: (a) Such Covered Person a. The Promoter has (andabsolute, with respect to shares of Common Stock to be acquired, will have) good, valid clear 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) 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 spouse of such Covered Person with respect to the interest 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 such spouse the Project Land; b. The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; c. As on the date of this Agreement, there are no encumbrances upon the Designated Unit and appertaining share in the shares Project Land or 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 times, remain to be in compliance with all Applicable Laws in relation to the Project, Project Land, Building and Designated Unit and Common Stock of such Covered Person if Areas (save as otherwise disclosed to the consent of such spouse is requiredAllottee), required to permit such Covered Person ; f. The Promoter has the right to enter into this Agreement and has not committed or omitted to consummate perform any act or thing whereby the transactions contemplated right, title and interest of the Allottee created herein, may prejudicially be affected; (viii) there are no actions, suits g. The Promoter has not entered into any agreement for sale and/or development agreement or proceedings pending, or, any other agreement/arrangement with any person or party with respect to the knowledge of such Covered PersonProject Land including the Project and the said Designated Unit which will, threatened against or affecting such Covered Person or such Covered Person's assets in any court or before or by any federalmanner, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair affect the ability rights of such Covered Person to perform 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 in 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 (ixattributable to the Designated Unit) thereof till the performance 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 Allottee shall be entitled to take sub meters from CESC Ltd., at its own cost, for which, the Promoter shall not be accountable or responsible. The Allottee hereby represents and 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 will and the 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 violate to seek possession of the Designated Unit until the Total Price (to the extent payable), interest, default penalties together with deposit as stated herein are paid to the Promoter in accordance with the terms hereof. q. It further covenants that any orderconsequences 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, writshall be solely to its own account without any reference and/or risk to the Promoter. r. The Allottee expressly agrees that the responsibility of the Promoter for providing amenities and facilities such as lighting, injunctionlandscaping, decree cleaning, laying of pipelines 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 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 the statutory authorities and it shall not exert any claim or demand of any court or federalagainst the Promoter, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) no statement, representation or warranty made by such Covered Person in this Agreementregard. s. The Allottee covenants not to, nor at any information provided point of time, enclose or butt the Parking Space by such Covered Person way of constructing a wall or enclosing the same with a grill. t. 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, quality, validity, title, genuineness and all other attributes of the Designated Unit, the Building, and the Project and for inclusion which, it shall not raise any claim and/or demand at any time 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 the future. u. The Allottee agrees that each Unit owner 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 severally agrees for himself that the foregoing provision of this Article III commercial shop shall be a continuing representation exclusively entitled to use and covenant by him during enjoy the period that open patio appurtenant to the commercial shop he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodshe has bought.

Representations and Warranties of the Parties. Each Covered Person severally represents (a) inVentiv represents, warrants and warrants for himself covenants that: (ai) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) good, valid and marketable title to it shall perform the shares of Common Stock subject to the General Transfer Restrictions set forth Services in Section 2.1(a) (or, with respect to Designated Senior Officers, subject to the Special Transfer Restrictions set forth a professional manner 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 accordance with the Company standards of care and diligence regularly practiced by contract sales organizations in the biopharmaceutical industry contracting to provide the same or similar services and in accordance with those specifications which such Covered Person is bound inVentiv and Client agree to which the shares of Common Stock are subject or as permitted by the policies of GS Inc. (in effect from time to time; writing) and any timelines agreed upon (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 Ownerin writing); 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation;† DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (ii) such Covered Person has it shall maintain in full rightforce and effect all necessary licenses, power permits, approvals (or waivers), and authority authorizations required by law to enter into carry out its obligations under this Master Agreement and perform this any Project Agreement; (iii) the execution execution, delivery, and delivery performance of this Master Agreement by inVentiv and the performance consummation of the transactions transaction(s) contemplated herein hereby have been duly authorizedauthorized by all requisite corporate action; that the Master Agreement constitutes the legal, valid, and no further proceedings binding obligation of inVentiv, 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 this Master Agreement and performance hereunder does not violate or constitute a breach under any organizational document of inVentiv or any contract, other form of agreement, or judgment or order to which inVentiv is a party or by which it is 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 (vi) 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 part 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 Client healthcare compliance policies in effect from time to time, 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 Covered Person are necessary to authorize 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 reputation of Client or any product of Client. (b) Client represents, warrants and covenants that: (i) the execution, delivery and performance of this Agreement; Master Agreement by Client and this Agreement has been duly executed by such Covered Person; (ivthe consummation of the transaction(s) the person signing this Agreement on behalf of such Covered Person contemplated hereby has been duly authorized by such Covered Person to do so; (v) this all requisite corporate action; that the Agreement constitutes the legal, valid valid, and binding obligation of such Covered PersonClient, enforceable against such Covered Person in accordance with its terms (subject except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar reorganization or other laws of general applicability relating to or affecting creditors' ’ rights generally and to by general equity principlesprinciples of equity); (vi) neither the execution ; and delivery of that this Master Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with and performance hereunder does not violate or results in constitute a breach under any organizational document of Client or any contract, other form of the termsagreement, conditions or provisions of any agreement judgment or instrument order to which such Covered Person Client is a party or by which it is bound; (ii) Client shall act in good faith to provide inVentiv with the assets 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 Covered Person training, including inVentiv personnel travel, lodging, and meals and others costs as agreed by the Parties; (v) Client’s products that are bound (including without limitation the organizational documents subject matter of such Covered Person, if such Covered Person is other than the Services provided under a natural person)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 constitutes a default under any will have as of the foregoingdate such product is marketed and sold, all material licenses, consents or violates 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 law intellectual property rights of any other person or regulationentity. 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; (v) it is not 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 Project Agreement, it will not enter into any agreement which would in prevent or materially restrict inVentiv from performing the Services under this Master Agreement or any Project Agreement; (vi) it is solely 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 Covered Person has obtained all authorizationsCIA requires inVentiv to provide Client with data, consentstraining, approvals analysis, oversight or certifications that are not contemplated by the Services described herein. In such event, the Parties shall mutually agree on an appropriate allocation of costs and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse expenses associated with inVentiv's provision of such Covered Person with respect to the interest of such spouse CIA related data, training, analysis, oversight or certifications not included in the shares scope of Common Stock of such Covered Person if the consent of such spouse is required), required to permit such Covered Person to enter into Services provided under this Master Agreement and to consummate the transactions contemplated herein; (viii) 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 governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this related Project Agreement; (ix) the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that period.

Representations and Warranties of the Parties. Each Covered Person severally 7.1 Representations and Warranties of ZCM ZCM hereby represents and warrants for himself thatto SESHK as follows: (a) Such 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 ZCM is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is listed company duly organized and validly existing in good standing under the laws of the jurisdiction PRC and is in compliance with all conditions required to maintain its status as an enterprise legal person under the laws of the PRC. (b) ZCM has submitted to SESHK a valid, true and complete copy of its current business license bearing a current annual inspection seal from the relevant administration for industry and commerce. (c) ZCM has taken all appropriate and necessary actions to (i) empower its legal representative or such Covered Person's formation; 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, (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) authorize the execution and delivery of this Agreement Contract and all of the agreements contemplated herein to which it is a party, and (iii) authorize the performance and observance of the transactions terms and conditions of this Contract and all of the agreements contemplated herein. (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 have been duly authorizedto which it is a party; provided, however, that this Contract shall be subject to the approval of the Examination and no further proceedings on Approval Authority or other authority before 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;it may become effective. (ive) Upon the person signing approval of the Examination and Approval Authority, this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (v) this Agreement constitutes Contract shall constitute the legal, valid and binding obligation of such Covered Person, ZCM and is enforceable against such Covered Person ZCM in accordance with its the 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);herein. (vif) neither the execution ZCM's execution, delivery and delivery performance of this Agreement by such Covered Person nor 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 conflicts hereunder. (g) All information supplied to SESHK by ZCM in relation to this Contract, including information concerning the business and financial status of ZCM and any relevant assets, inventories and outstanding contractual arrangements with or results their respective suppliers and customers, is true and correct in a breach of all material respects, whether any of the termssame has been verified or audited by an independent third party or not. (h) ZCM is in compliance in all material respects with all applicable laws, conditions or provisions including in connection with the operation of its business. ZCM has not received written notice of any agreement or instrument to which such Covered Person is a party or by which the assets material violation 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)any law, or constitutes 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 under 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 foregoingsubject of any existing, pending, threatened or contemplated (i) bankruptcy, insolvency or other debtor’s relief proceeding, or violates any law (ii) litigation, claim, action, suit or regulation; (vii) such Covered Person has obtained all authorizationsother judicial or administrative proceeding, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse 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), required to permit such Covered Person which could adversely affect ZCM’s right or ability to enter into this Agreement and Contract or to consummate the transactions contemplated herein;. (viiik) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally ZCM agrees for himself that the foregoing provision of this Article III Company shall be a continuing representation and covenant by him during liable for the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodpayment of the Sub-license Royalty To GTI under the sub-license Project.

Representations and Warranties of the Parties. Each Covered Person severally represents (a) Zenascent hereby represents, warrants and warrants for himself covenants to the Shareholders that: (a) Such 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 it is a natural personcorporation organized, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized existing and validly existing in good standing under the laws of the jurisdiction State of such Covered Person's formationDelaware, and it has all necessary corporate authority to execute, deliver and perform this Agreement and its obligations hereunder; (ii) its execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by it and constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such Covered Person enforceability may be affected by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by the application of general principles of equity (whether in a proceeding, in equity, or at law); (iii) its execution, delivery and performance of this Agreement and the transactions contemplated hereby will not conflict with or constitute a breach or default under or violate any agreement to which it is a party or by which any of its properties is bound, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to it or its properties; and (iv) The Series D Stock to be issued and delivered hereunder shall, when so issued and delivered, be duly authorized and validly issued and will be fully paid, non-assessable and free and clear of all claims, liens or other encumbrances (collectively, "Encumbrances"), except those required by law. (b) Each of the Shareholders, severally and not jointly, hereby represents, warrants and covenants to Zenascent that: (i) he has full right, power and authority to enter into execute and deliver this Agreement and to perform this Agreementhis obligations hereunder; (iiiii) 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 his execution, delivery and performance of this Agreement; 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 transactions contemplated hereby have been duly authorized by such Covered Person to do so; (v) this Agreement constitutes the him and constitute his legal, valid and binding obligation of such Covered Personobligation, enforceable against such Covered Person him in accordance with its terms (subject to terms, except as such enforceability may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws affecting the rights of creditors generally and by the application of general applicability relating to principles of equity (whether in a proceeding in equity or affecting creditors' rights and to general equity principlesat law); (viiii) neither the execution his execution, delivery and delivery performance of this Agreement by such Covered Person nor the consummation of and the transactions contemplated herein conflicts hereby will not conflict with or results in constitute a breach of any of the terms, conditions or provisions of default under or violate any agreement or instrument to which such Covered Person he is a party or by which the assets any of such Covered Person are bound (including without limitation the organizational documents of such Covered Person, if such Covered Person his properties is other than a natural person)bound, or constitutes a default under any of the foregoinglaw, or violates any law or rule, 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 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 will not violate any order, writ, judgment, injunction, decree decree, determination or demand award applicable to him or his properties; (iv) he understands that the offering and issuance of any court or federalthe Series D Stock is intended to be exempt from registration under the Securities Act of 1933, stateas amended (the "Securities Act") by virtue of the provisions of section 4(2) of the Securities Act and Regulation D adopted thereunder ("Regulation D"), municipal or other governmental department, commission, board, bureau, agency or instrumentality and he is accepting the Series D Stock solely for purposes of investment and with no present intention to which distribute such Covered Person Series D Stock; (v) he is subjectan "accredited investor," as defined in Rule 501(a) of Regulation D and he has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in Zenascent; and (xvi) he understands that (A) the purchase of the Series D Stock will be a speculative investment which involves a high degree of risk of loss of such investment, (B) there are substantial restrictions on the transferability of the Series D Stock pursuant to the provisions of the Securities Act, (C) for an indefinite period following the issuance of the Series D Stock there will be no statementpublic market for the Series D Stock and, representation accordingly, it may not be possible to liquidate his investment in the Company in case of emergency or warranty made by such Covered Person otherwise and (D) the restrictions described above in this Agreement, nor any information provided by such Covered Person for inclusion Section 3(b)(v) will be reflected in a report filed pursuant legend to Section 6.3 hereof or be placed on the certificates representing the Series D Stock to be issued hereunder and, if applicable, in a registration statement filed by GS Inc. contains or will contain any untrue statement stop-transfer order in respect thereof. (c) Kushner hereby represents, warrants and covenants to Zenascent that ▇▇ ▇▇ ▇he sole legal and beneficial owner 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 severally agrees for himself that the foregoing provision 339,788.66 shares of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered PersonSeries B Stock, and he shall take holds such shares free and clear of all actions as shall from time Encumbrances except those required by law. (d) DiLorenzo hereby represents, warrants and covenants to time be necessary to cure any breach or violation Zenascent tha▇ ▇▇ ▇▇ ▇he sole legal and to obtain any authorizationsbeneficial owner of 59,962.71 shares of Series B Stock, consents, approvals and clearances in order that he holds such representations shall be true shares free and correct during that periodclear of all Encumbrances except those required by law.

Representations and Warranties of the Parties. Each Covered Person severally 8.1 The Promoter hereby represents and warrants to the Allottee as follows: (a) The Promoter is validly constituted and organized in accordance with law in India and the person(s) negotiating and finalizing this Agreement are duly authorized person(s) in accordance with delegation and authority. (b) 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 himself 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 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; (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 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 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 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) Such Covered Person The Allottee is validly constituted and organized in accordance with law in India and has (and, with respect due permission and authority 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 timecarry on its business; (b) Such Covered Person The Allottee confirms that the Allottee has (and, entered into this transaction with respect to shares of Common Stock to be acquired, will have) the right to vote pursuant to Section 4.1 full knowledge and understanding of this Agreement and subject to all shares the 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 Common Stock the documents with the Promoter and will submit the requisite periodic (currently six monthly) compliance report of which the Covered Person is Environmental Clearance conditions along with the Sole Beneficial Owner; andEnvironmental monitoring reports through approved laboratory, as per the format of MoEF provided by the Promoter. (c) (if the Covered Person is other than a natural person, with respect to subsections (iThe person(s) through (x), negotiating and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) 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 executing this Agreement on behalf of such Covered Person has been the Allottee and finalizing the sale transaction in terms of this Agreement are duly authorized by such Covered Person to do so;the Allottee. (vd) this Agreement constitutes The Allottee has 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 spouse 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), required to permit such Covered Person to enter into this Agreement and requisite financial capability to consummate the transactions contemplated herein;herein and has the financial capacity to pay the Total Price to the Promoter for purchasing the Plot. (viiie) there are no actionsThe 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, suits or proceedings pendingzoning plan, ornotifications, 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 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 Town & Country Planning, Haryana (f) Subject to the knowledge of Promoter formulating the development control and services guidelines, the Allotee shall be bound to comply with such Covered Personguidelines. (g) The Allottee undertakes to bear and pay all taxes and duties, threatened against or affecting and/or 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 levies for consummating the ability of such Covered Person to perform transaction contemplated under this Agreement;. (ixh) The Allottee undertakes to pay to the performance Promoter, the applicable Government Charges in the same proportion as the area of this Agreement will not violate any orderthe Plot bears to the total area of the Project, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to on which such Covered Person is subject; andGovernment 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. (xi) no statementThe 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, representation or warranty made energy conservation, ground water extraction, rainwater harvesting, use of renewable energy as stipulated in the various approvals received by such Covered Person the Promoter as well as the various approvals and conditions of the Licenses mentioned in this Agreement, nor any information 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 Covered Person effluent/ sewage generated by the Allotee to meet the requirements of recycled water/ for inclusion in final disposal into a report filed pursuant to Section 6.3 hereof or in a registration statement filed public drain as per applicable laws ii. Undertake solid/municipal waste management measures as may be directed by GS Inc. contains or will contain any untrue statement the Haryana State Pollution Control Board/ local authorities for the Plot. iii. Ensure installation of a material fact Solar Photovoltaic Power Plant as per provisions contained in the notification no. 22/52/2005-5 power dated 03.09.2014 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall applicable from time to 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 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 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 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 with 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 cure any breach or violation carry out the re-conveyance of the Plot in favour of Promoter. (l) The Competent Authority at times desires information on performance of the industrial area and to obtain any authorizations, consents, approvals and clearances in order to support the purpose of projecting the industrial area in its ability to contribute to the industrial growth. Accordingly, 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 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 the Allotee, has, at the time of issuing such representations intimation to the Promoter and before entering into any deal / transaction, complied with the following conditions: i. the Allotee has paid all its dues on account of the maintenance charges, service charges, infrastructure charges, extension fee, transfer fee and other amounts payable to 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 true 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 correct during that periodthe Promoter shall terminate this Agreement. (n) The Allottee undertakes to use 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 Covered Person severally (a) As of the date hereof and the Transaction Effective Date, the REIT hereby represents and warrants for himself thatto the other Parties as follows: (a) Such 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 i. The REIT is a natural personMaryland corporation, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized and formed, validly existing and in good standing under the laws of the jurisdiction State of such Covered Person's formation; (ii) such Covered Person Maryland and has full right, all requisite corporate power and authority to enter into own, operate and lease its properties and assets and to carry on its business as now conducted. 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 all requisite corporate authority and power to execute, deliver and perform this Agreement; (iii) Agreement and each of the execution Transaction Agreements to which the REIT is or will be a party, to consummate the transactions contemplated hereby and delivery thereby and to perform all of this 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 transactions contemplated herein terms and conditions hereof and thereof to be performed by the REIT have been duly authorized, and validly authorized by all required corporate action on the part of the REIT and no further other corporate proceedings on the part of such Covered Person the REIT or its stockholders are necessary to authorize this Agreement or such Transaction Agreements and the executionconsummation of the transactions contemplated hereby and thereby, delivery and performance of this Agreement; and this except where the Board Approvals require such additional action. This Agreement has been duly executed and delivered 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) REIT and, assuming that this Agreement constitutes the legal, valid and binding obligation of such Covered Personthe other Parties, constitutes the legal, valid and binding obligation of the REIT, enforceable against such Covered Person the REIT in accordance with its terms terms, except to the extent that the enforceability thereof may be limited by (subject to a) applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and or similar laws from time to time in effect affecting generally the enforcement of general applicability relating to or affecting creditors' ’ rights and to remedies and (b) general principles of equity principles(collectively, the “Equitable Exceptions”);. (vi) neither the execution iv. The execution, delivery and delivery performance of this Agreement or any Transaction Agreement by such Covered Person nor 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 conflicts with hereby and thereby will not, (a) contravene, violate, conflict with, result in any breach of, or results in a breach require the consent of any of Person under, the terms, conditions or provisions of the Charter or its bylaws (“REIT Governing Documents”); (b) contravene, conflict with or violate any agreement 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 such Covered Person it is a party or by which it or any of its assets are bound, except for the assets agreements set forth on Schedule III hereto; or (d) result in the creation 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 lien on any of the foregoingassets 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 violates any law or regulation; (vii) such Covered Person has obtained all authorizationsother instrument, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse of such Covered Person with respect to the interest of such spouse except in the shares case of Common Stock of such Covered Person if the consent of such spouse is requiredclauses (b), required (c) and (d), for those items that would not, individually or in the aggregate, reasonably be expected to permit such Covered Person to enter into this Agreement and to consummate have a material adverse effect on the REIT or the transactions contemplated herein;by this Agreement. (viii) 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 suits, claims, complaint, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings pending(“Proceedings”) or judgments, orders, decrees or injunctions of any governmental entity, whether at law or in equity (“Orders”) pending or, to the knowledge of such Covered Personthe 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 Covered Person 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 to authorize this Agreement or such Covered Person's assets Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Oaktree and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other Parties, constitutes the legal, valid and binding obligation of Oaktree, enforceable against Oaktree in any court or before or accordance with its terms, except to the extent that the enforceability thereof may be limited by any federalthe Equitable Exceptions. iv. The execution, 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 delivery and performance of this Agreement or any Transaction Agreement by Oaktree 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 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 any orderprovision of applicable law; (c) conflict with, writresult in a breach of, injunctionconstitute a default under (whether with or without notice or the lapse of time or both), decree or demand 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 court lien on any of the assets or federalbusinesses of Oaktree under any such indenture, statedeed of trust, municipal mortgage, debenture, note, agreement, contract, commitment, license, concession, permit lease, joint venture, obligation or other governmental departmentinstrument, commissionexcept in the case of clauses (b), board(c) and (d), bureaufor those items that would not, agency individually or instrumentality in the aggregate, reasonably be expected to which such Covered Person is subject; andhave a material adverse effect on Oaktree or the transactions contemplated by this Agreement. (x) no statementv. Except as would not, representation individually or warranty made in the aggregate, reasonably be expected to have a material adverse effect on Oaktree’s business or financial condition or the transactions contemplated by such Covered Person in this Agreement, nor 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 information provided 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, to 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 Covered 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 the extent that the enforceability thereof may be limited by the Equitable Exceptions. iv. The execution, delivery and performance of 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 for inclusion 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 report filed pursuant to Section 6.3 hereof 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 registration statement filed 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 GS Inc. contains which it or will contain any untrue statement of its assets 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 fact adverse effect on Brookfield or omits the transactions contemplated by this Agreement. v. Except as would not, individually or will omit in the aggregate, reasonably be expected to state have a material fact necessary 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 order violation of or in default under the Brookfield Governing Documents or in violation of any applicable law except to make the statements, representations extent that such violation would not reasonably be expected to have a material adverse effect on Brookfield or warranties contained herein or information provided therein not misleadingthe transactions contemplated by this Agreement. vii. Each Covered Person severally agrees for himself of the Brookfield Directors that are designated as “non-affiliated” directors by Brookfield meet the foregoing provision definition of this Article III shall be a continuing representation “independent director” as set forth in the Charter and covenant 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 him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodCharter.

Representations and Warranties of the Parties. Each Covered Person severally 22.1 The Owner covenants, represents and warrants for himself that: (a) Such Covered Person has (andThe Owner has, 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 Officersthat, subject to the Special Transfer Restrictions set forth in Section 2.1(b))provisions of this Agreement, throughout the Operating Term it will maintain, full ownership of the Owner’s Apartment and movables therein, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this all liens and encumbrances except those registered against title in accordance with the Buyer’s Agreement, an agreement with the Company any Security and those hereafter approved in writing 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 timeHMC; (b) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, The Owner 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)not remove, and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized and validly existing in good standing will not permit any person claiming under the laws Owner to remove, any item of moveables in the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority to enter into and perform Owner’s Apartment except in accordance with this Agreement; (iiic) HMC, upon fulfilling its duties and obligations herein, will and may peaceably and quietly manage and operate the execution Owner’s Apartment during the Operating Term. The Owner will at its own expense undertake and delivery 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 performance 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 transactions contemplated herein 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 been the sole responsibility to duly authorizedfulfill 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 full power, authority and legal right to own property in Gurugram, Haryana, India, and no further proceedings on to execute and deliver, and to perform and observe the part of such Covered Person are necessary to authorize the execution, delivery and performance provisions of this Agreement; and this Agreement has been duly executed by such Covered Person;and (ivh) the person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (v) this This Agreement constitutes the legal, valid and binding obligation obligations of such Covered Person, the Owner enforceable against such Covered Person in accordance with its terms (terms. Nothing in this Section or in this Agreement shall be construed as preventing the Owner from selling the Owner’s Apartment, subject to bankruptcythe provisions of this Agreement. 22.2 HMC covenants, insolvency, fraudulent transfer, reorganization, moratorium represents and similar warrants that: (a) It is a company duly constituted existing under the laws of general applicability relating India and is duly authorized to or affecting creditors' rights and to general equity principles)do business in India; (vib) neither It has full corporate power, authority and legal right to manage and operate the execution Hotel Business and delivery of this Agreement by such Covered Person nor to perform and observe 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) 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 governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this Agreement; (ixc) the performance This Agreement constitutes a binding obligation of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person HMC and is subjectenforceable in accordance with its terms; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that period.

Representations and Warranties of the Parties. Each Covered Person severally The Promoter hereby represents and warrants for himself thatto the Allottee as follows: (a) Such Covered Person a. The Promoter has (andabsolute, with respect to shares of Common Stock to be acquired, will have) good, valid clear 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) 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 spouse of such Covered Person with respect to the interest 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 such spouse the Project Land; b. The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; c. As on the date of this Agreement, there are no encumbrances upon the Designated Unit and appertaining share in the shares Project Land or 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 times, remain to be in compliance with all Applicable Laws in relation to the Project, Project Land, Building and Designated Unit and Common Stock of such Covered Person if Areas (save as otherwise disclosed to the consent of such spouse is requiredAllottee), required to permit such Covered Person ; f. The Promoter has the right to enter into this Agreement and has not committed or omitted to consummate perform any act or thing whereby the transactions contemplated right, title and interest of the Allottee created herein, may prejudicially be affected; (viii) there are no actions, suits g. The Promoter has not entered into any agreement for sale and/or development agreement or proceedings pending, or, any other agreement/arrangement with any person or party with respect to the knowledge of such Covered PersonProject Land including the Project and the said Designated Unit which will, threatened against or affecting such Covered Person or such Covered Person's assets in any court or before or by any federalmanner, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair affect the ability rights of such Covered Person to perform 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 in 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 (ixattributable to the Designated Unit) thereof till the performance 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 Allottee shall be entitled to take sub meters from WBSEDCL Ltd., at its own cost, for which, the Promoter shall not be accountable or responsible. The Allottee hereby represents and 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 will and the 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 violate to seek possession of the Designated Unit until the Total Price (to the extent payable), interest, default penalties together with deposit as stated herein are paid to the Promoter in accordance with the terms hereof. p. It further covenants that any order, writ, injunction, decree or demand consequences as a result of any court 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 federal, state, municipal butt the Parking Space by way of constructing a wall or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; andenclosing the same with a grill. (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself r. The Allottee undertakes and confirms that the foregoing provision Allottee and its advisors (including its engineer, architect, its advocate) have satisfied themselves with respect to the size, quality, validity, title, genuineness and all other attributes of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered PersonDesignated Unit, the Building, and he the Project and for which, it shall take all actions as shall from not raise any claim and/or demand at any time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodthe future.

Representations and Warranties of the Parties. Each Covered Person severally party hereby represents and warrants for himself to the other that, as of the Effective Date: (a) Such Covered Person such party is a corporation duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its organization and has (andthe corporate capacity, with respect power and authority to shares of Common Stock to be acquiredown, will have) good, valid lease 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 operate its assets 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 property and to which the shares of Common Stock are subject or conduct its business as permitted by the policies of GS Inc. in effect from time to timenow conducted; (b) Such Covered Person such party 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full rightrequisite corporate capacity, power and authority to enter into execute and perform deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated by this Agreement in accordance with its terms; (iiic) such party has taken all necessary action to duly authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (d) 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;party’s obligations hereunder will not result in: (ivi) the person signing this Agreement on behalf a violation of such Covered Person has been duly authorized by such Covered Person to do so;its articles of incorporation or charter, (vii) 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, or a default under, any term, provision of any of the termscontract, conditions agreement, indebtedness, lease, commitment, franchise, license, permit or provisions of any agreement or instrument authorization to which such Covered Person it is a party or by which the its assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Personbound, if such Covered Person is other than which breach or default would have a natural person), material adverse effect on its business or constitutes a default under any of the foregoing, financial condition or violates any law its ability to perform its obligations hereunder 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 spouse 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), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated hereinhereby, or (iii) a violation by it of any Applicable Law which violation 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; (viiie) there are No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by it in connection with the execution, delivery and the performance of 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 actionsaction, suits order, writ, injunction, judgment or proceedings decree outstanding or claim, suit, litigation, proceeding, labour dispute, arbitral action or investigation pending, oror to its knowledge threatened, 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 relating to: (i) it which has a reasonable possibility of an adverse determination and which, if adversely determined, would impair the ability of such Covered Person be likely to perform have a material adverse effect on it, or (ii) this Agreement; (ix) , or the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subjecttransactions contemplated hereby; and (xg) no statementIt has not employed and is not subject to any valid claim of any broker, representation finder, consultant (other than legal counsel) or warranty made other intermediary in connection with the transactions contemplated by this Agreement who will be entitled to a fee or commission in connection with such Covered Person in this Agreement, nor any information provided by such 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 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 severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodtransactions.

Representations and Warranties of the Parties. Each Covered Person severally represents (a) Ventiv represents, warrants and warrants for himself covenants that: (a) Such 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 it shall perform the Services in a professional, workmanlike manner and in accordance with those specifications which Ventiv and Client agree to (xin writing), and if the Covered Person is a natural person, with respect to subsections any timelines agreed upon (iv) through (x) only): (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formationwriting); (ii) such Covered Person has it shall maintain in full rightforce and effect all necessary licenses, power permits, approvals (or waivers) and authority authorizations required by law to enter into carry out its obligations under this Agreement and perform this Agreementany Project Order; (iii) 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; Agreement by Ventiv and this Agreement the consummation of the transaction(s) contemplated hereby has been duly executed authorized by such Covered Personall requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of Ventiv, 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 Ventiv or any contract, other form of agreement, or judgment or order to which Ventiv is a party or by which it is bound; (iv) the person signing personnel assigned to perform Services rendered under this Agreement and any Project Order shall be capable professionally and duly qualified to perform the Services hereunder and in each Project Order; (v) it is not 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 behalf 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”). (b) Client represents, warrants and covenants that: (i) the execution, delivery and performance of such Covered Person this Agreement by Client and the consummation of the transaction(s) contemplated hereby has been duly authorized by such Covered Person to do so; (v) this all requisite corporate action; that the Agreement constitutes the legal, valid valid, and binding obligation of such Covered PersonClient, enforceable against such Covered Person in accordance with its terms (subject except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar reorganization or other laws of general applicability relating to or affecting creditors' rights generally and to by general equity principlesprinciples of equity); (vi) neither the execution ; and delivery of that this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with and performance hereunder does not violate or results in constitute a breach under any organizational document of Client or any contract, other form of the termsagreement, conditions or provisions of any agreement judgment or instrument order to which such Covered Person Client is a party or by which it is bound; (ii) Client shall apply the assets degree of such Covered Person are bound 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. (including without limitation the organizational documents of such Covered Person, if such Covered Person is other than a natural personiii) 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 constitutes 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 a default 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 Project Order, it will not enter into any agreement which would in any way prevent or restrict Ventiv from performing the foregoing, or violates any law or regulation;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) such Covered Person has obtained all authorizations, consents, approvals in connection with its obligations and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse of such Covered Person with respect to the interest of such spouse responsibilities set forth in the shares of Common Stock of such Covered Person if the consent of such spouse is required), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) there are no actionsa Project Order, 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) 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 6.3 hereof or in a registration statement filed by GS Inc. 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 severally agrees for himself that the foregoing provision of this Article III Client and its employees and agents shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodcomply with Applicable Law.

Representations and Warranties of the Parties. 4.1 Each Covered Person severally of the Birch Hill Entities hereby solidarily represents and warrants for himself thatto 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 Arrangement Agreement: (a) Such Covered Person it has (and, with respect to shares of Common Stock to be acquired, will have) good, valid been duly formed 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 and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person its formation and has full right, all necessary power and authority to enter into execute and deliver this Agreement and to perform this Agreementits obligations hereunder; (iiib) 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 the transactions contemplated herein have its obligations hereunder; (c) this Agreement has been duly authorizedexecuted and delivered by it and, assuming the due authorization, execution and no further proceedings on delivery by the part Parent and the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Parent and the Purchaser against each of the Birch Hill Entities 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 Covered Person are necessary 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 authorize the parties thereto and filings required under applicable securities Laws, the execution, delivery and performance by it of this Agreement; and this Agreement has been duly executed by such Covered Persondoes 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; (ive) it is the person signing 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 on behalf of such Covered Person has been duly authorized by such Covered Person to do soAgreement; (vf) this Agreement constitutes it currently has, and as of the legalCompany Meeting, valid will have, the sole right to vote (or cause to be voted) and binding obligation of such Covered Persondispose (or direct the disposition of) all the Subject Shares, enforceable against such Covered Person 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 its terms 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 bankruptcyany voting trust, insolvencyagreement, fraudulent transferarrangement or restriction with respect to the voting of such Subject Securities, reorganizationincluding the granting of any proxy or power of attorney with respect thereto, moratorium 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 similar laws the Purchaser pursuant to this Agreement; (i) none of general applicability relating 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 affecting creditors' 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 Birch Hill Entities to perform their obligations hereunder; (j) (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 terms of the Convertible Debentures in effect on the date hereof and the pre-emptive rights contemplated in that certain amended and to general equity principlesrestated investor rights agreement, made as of March 15, 2022, between the Company and each of the Birch Hill Entities); (vik) neither there are no Actions in progress or pending or, to the knowledge of any Birch Hill Entity, threatened against it or any of its affiliates that would materially adversely affect in any manner (i) its ability to enter into this Agreement 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: (a) it has been duly formed and is validly existing under the laws of the jurisdiction of its formation and has all necessary power and authority to execute and deliver this Agreement 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 Covered Person nor 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 herein conflicts hereby or the compliance by it with or results 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 the terms(i) its constating documents, conditions or provisions of (ii) any agreement or instrument to which such Covered Person it is a party or by which the it or any of its properties or assets is bound, (iii) any judgment, decree, order or award 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)any Governmental Entity, or constitutes a default under (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 foregoing, Parent or violates any law or regulation;the Purchaser to perform its obligations hereunder; and (viif) such Covered Person it has obtained all authorizations, consents, approvals the requisite corporate power and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse 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), required to permit such Covered Person authority to enter into this the Arrangement Agreement and to perform its obligations under the Arrangement Agreement and to consummate the transactions contemplated herein;by the Arrangement Agreement. (viii) 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 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 will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) no statement, representation or warranty made by such Covered Person 4.3 The representations and warranties set forth in this Agreement, nor any information provided by such 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 Article 4 shall not survive the completion of the Transaction and will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make expire and be terminated at the statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, and he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during that periodExpiry Time.