Draft –For discussion only

TERM SHEET

1. This Term Sheet summarizes the draft principal terms of entering into
an transaction between the Land owners (__________________________Pvt
Ltd) and the Developers (________________________Pvt Ltd) for the
development of the lands more particularly described herein below for
the purpose of development of approximately _____________Acres of
lands situated at __________________________more particularly described
in Annexure “A”) hereto.

2. This Term Sheet along with all annexures, schedules, modifications

shall be binding on both the parties until the definitive agreement(s)
have been signed by all parties hereto.

3. Except as may be required by appropriate regulatory authorities or by

law or any court of competent jurisdiction, no party will disclose or use
for any purpose other than in connection with the transactions
contemplated herein any information disclosed or made available by
the “other parties” in the course of their negotiations in connection
with such transaction or any information with respect to their
negotiations in connection with the transactions or the transactions
themselves without the consent of the other parties. However, this
obligation of confidentiality will not apply to information which was
known to such party, its affiliates or representatives prior to receipt of
such information or to information lawfully disclosed to the receiving
party by a third party without an obligation of confidentiality or to
information independently derived by the receiving party or to
information which is in the public domain. Each party shall restrict
access to such information to those persons to whom such access is
reasonably necessary or appropriate in connection with the
transaction.

4. This Term Sheet does not constitute either an offer to sell or an offer to
purchase stake in any Company or to provide any financial assistance
in any manner and is entered into by parties hereto on principal to
principal basis.

5. The laws of India shall govern this Term Sheet.

 Definitions & General Provisions

1.Land owners __________________ Private Limited acting through

/Promoters its authorised offical Mr. ______________________ a
company registered as per the provisions of the
Companies Act 1956/2013) having its registered
office at ______________________(which expression
shall unless it be repugnant to the context or
meaning thereof mean and include the said
Company its successors in title, its receivers,
official liquidators or the Company or Companies
in which the said Company may be merged or
amalgamated or its assigns etc)

2.Developer/Co- ____________ Company Limited acting through its

Promoters authorised offical Mr. ______________________ a
company registered as per the provisions of the
Companies Act 1956/2013) having its registered
office at ______________________(which expression
shall unless it be repugnant to the context or
meaning thereof mean and include the said
Company its successors in title, its receivers,
official liquidators or the Company or Companies
in which the said Company may be merged or
amalgamated or its assigns etc)

3.Parties Landowners and Developer are individually

referred to as Party and jointly referred as Parties

4.Land All that pieces and parcels of lands more

particularly described in Annexure “A” hereto
collectively admeasuring ________ Sq. Mtrs., lying,
being & situated at
_____________________________________________
(hereinafter referred to as “said lands”) and more
particularly shown in the red coloured boundary
lines in the plan annexed hereto as Annexure “B”
hereto.

5.Project Development of project on the said lands for such

use as may be mutually decided between the
landowners and the Developers including
commercial, residential and /or any other user as
may be permitted as per the Development
Regulations applicable and for selling and/or
leasing of the premises to be constructed on the
said lands as per the proposed layout annexed

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 hereto as Annexure B. (hereinafter referred to as
the “said project”)

6.Details of the The Landowners are the owners of the said lands
Transaction being desirous of development of the said lands
have decided and agreed to enter into an
arrangement with the Developer appointing the
Developer as the Project Developer based on the
broad terms and conditions as agreed between the
Landowners and the Developers as recorded
herein.

7.
Responsibilities/Obliga The management and development of the said
tions of the Developer project on the said lands shall be of the Developer
lands as per broad terms and conditions recorded
herein and also detailed terms of the definitive
agreements to be executed between the Parties
hereto.
The Developer shall deposit with the Landowners a
Refundable Security Deposit of Rs.
__________________/- (Rupees
____________________only) on which an interest of
_________% p.a. shall be payable and such deposit
shall be refunded by the Landowners to the
Developers upon the completion or sooner
determination of the transaction envisaged herein.
The Developer shall be in its sole discretion
entitled to appoint the sub-contractors, Architects,
etc on such terms and conditions as may be
acceptable to them
The day-to-day management and control of the
said Project shall vest with the Developer which
shall include the following: -
1. Appoin;
2. The acquisition and/or extinguishments
of interests and rights in or over
immovable properties held by SPV and
the terms on which they are to be
acquired or extinguished;
3. Design and Construction aspects of the
Project. Including the guidelines for
selection and setting of the design
content of the Project;
4. The acceptance of the financial appraisal
of the development and budget
estimated for development project

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 expenditure;
5. The selection method and terms of
engagement of head of departments in
the SPV and their respective termination.
6. The method of selection and terms of
employment of the principal building
contractor and their respective
termination;
7. The setting of the marketing campaign
for the disposal of the Project;
8. Guidelines for defining the terms of lease
and sale of the properties constructed on
the said portion land to be set for the
Project;
9. Terms of Sale/Transfer,(if applicable);
10. The terms of any financial assistance to
fund development Project expenditure;
11. The variation, alteration, change of or
omission form a decision on a matter to
principle already made by the SPV to the
extent that the variation, alteration,
change or omission is material;
12. The prosecution of claims with respect to
the SPV; and
13. Any other act matter or thing which is
not within the day-to-day management
of the SPV or implicit or comprehended
in any decision on a matter of principle
already made by the SPV;
14.

The SPV agrees that any decision of the Board on

the matters mentioned in Schedule I shall be
subject to an affirmative vote by the respective
nominees of the Investors.
8.
Conditions Precedent: The proposed investment of the Investors are
subject to:

(a) Receiving SEZ notification from Board of

Approvals within ________ days;

(b) Receipt of all approval of the Board/

Investment Committee of the Investors for

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 investment in the SPV;

(c) Debt Sanction of 100% of construction cost as

per terms as mentioned in Clause 9;

(d) Transfer of said portion land in favour of SPV

by way of lease for 99 years (alongwith a
Registered irrevocable Power of Attorney for
lease in perpetuity in favour of the Investors
with substitution clause with right to
mortgage, development and transfer of
units/structures constructed on the said
portion land without prior approval of the
lessor).

(e) The SPV shall appointed all the consultants for

the Project on terms and conditions
acceptable to the Investors including
development consultant/s, master planners,
architects and any other consultant/s for the
Project;

(f) The receipt of the said portion land title due

diligence report to the satisfaction of the
Investors.

(g) Receipt of financial due diligence report and

tehnical due diligence report to the
satisfaction of the Investors.

(h) Promoters having taken corrective/remedial

measures on all shortcomings identified in
financial and legal due diligence in respect of
the said portion land & SPV, etc.;

(i) Financial closure for development of the

Project has been obtained by the Promoters;

(j) The free/ clear access to the site on Outer

Ring Road by demolition the entire structures
in way to access, should be completed;

(k) Amendment in the Memorandum and Articles

of Association of the SPV to the satisfaction of
the Investors to reflect the terms of the
definitive agreements to be executed
between the Parties (including the
shareholders agreement).

(l) Completion of all documentation such as

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 execution of the definitive agreements
(including the shareholders agreement) and
creation of security to the satisfaction of
Investors.

(m) The Promoters shall execute Irrevocable

Power of Attorney (POA) with substitution
clause in favour of the Investors for exercise
of their Affirmative Rights.

(n) There shall be no change in capital structure

of the SPV, without the prior approval of the
Investors.

(o) There shall be no material or adverse changes

in the information submitted by the
Promoters.

9.
Representations & The Promoters has represented to the Investors
Warranties that:

 The total Floor Space Index (FSI) available for

the said portion land is 1,978,087 sq ft to be
used for development of IT/ITES space ;

Based on the above representations the

Investors have decided to participate in the
deal. The valuation of the SPV shall be
adjusted proportionately in the event the FSI
is less than 1,978,087 sq ft;

 There are no existing liabilities on the SPV for

payment of any levy, duty, taxes, development
charges, External Development Charges (EDC)
and any other kind of payment to any
regulatory and revenue authority.

In the event there is any outstanding liability

to any regulatory and revenue authority the
same shall be borne by the Promoters. In the
event such liabilities are borne by the SPV the
Promoters unconditionally undertake to
indemnify the SPV and undertake to reimburse
the same to the SPV.
10.
Non Compete
The Promoter shall not directly or indirectly
during the term of this Project undertake any
other project competing with this Project within a
radius of 5 kms of the said portion land until 90%

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 of the Project has been developed and
leased/disposed/ sold.
Duties
11. and Obligations  The Promoters shall ensure that:
of the Promoters
 The lands shall have uninterrupted right of
way and other easement;
 The lands shall be free from any legal,
contractual or regulatory impediments, prior
to the acquisition;
 The immovable properties already acquired
and to be acquired in future shall have clear
and marketable title;
 The said portion land shall be contigious.
 Keep the Investors indemnified from any loss
cause as a result of a defective title of the said
portion land;

 Keep the Investors indemnified from any of the

Promoter/s obligation/s and other Affiliates
obligations;

 Keep the Investors informed of the progress

of the Project ;

 Keep the Investors informed of current

market rental values and the open market
value of the Project ;

 Keep the Investors informed of the progress

of the disposal of the Project.

12.
Pre-emption Rights At any point in time, the Board may decide to
issue additional equity shares if required. The
parties shall have a right of first refusal to
maintain their respective percentage ownership in
the outstanding equity of the SPV (including
outstanding options and warrants).

13.
Restriction on the The Promoters shall give the first right of refusal
transfer of shares to the Investors in case of a sale of shares of the
SPV. The Promoters shall always have atleast 51%
of the issued and paid up capital of the SPV at any
given point of time.

14.
Anti-dilution rights If the SPV issues additional shares subsequent to
this round of financing at a price less than the
Purchase Price per Share paid by the Investors
plus a compounded return of 30% per annum,

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 then the Investors will be entitled to receive such
additional shares from the SPV/Promoters as would
be required to equate the adjusted cost per share
(after including the compounded return of 30% per
annum for the period the Investors have held the
equity shares) to the new price at which the
dilutive issuance has been effected on a “full
ratchet” formula basis.

15.
Tag-along Rights The Investors shall have the right to tag along
equal number of shares at the time of sale of any
shares by the Promoters on the same terms and
price as applicable to the Promoters. Provided that
(i) the Investors shall not be required to provide
any representations and warranties for such sale
and (ii) the Investors shall be entitled to receive
the cash equivalent of any non-cash component of
the consideration received by the Promoters.

16.
Right of First Refusal  The Promoters shall give first right of refusal to
the Investors for sale of shares in KIP and any
of its subsidiaries and Affiliates.

 The Promoters shall give the first right of

refusal to the Investors in case of a sale of
shares of the SPV by them.

 The mechanism for exercise of Right of First

Refusal shall be as follows:

The Promoters shall provide the Investors with

an option to purchase the Offered Shares (the
"Right of First Refusal") by delivering a notice
(the "Option Notice") to the Investors of such
proposed transfer and the price (as defined
below as “Option Price”), terms, and conditions
(collectively the "Option Terms") upon which
such transfer is to be made. The Investors
shall have the right to acquire all, but not less
than all of the Offered Shares, in accordance
with the Option Terms and this Agreement
within 30 (thirty) days of receipt of the Option
Notice (the "Option Period"). Option Price will
be the fair value of the Offered Shares as
determined by an Expert (to be appointed with
the Parties mutual consent) or the value of the
Offered Shares as offered by any Third Party in
writing, whichever is higher.

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17.
Exit
The exit from the Investment will be through sale
of shares to a third party, based on capitalization
of the net rentals of the properties constructed
on the said portion land or any other route that is
mutually acceptable.

The exit from Investment is proposed within a

period of 60 months from the date of signing of
definitive agreement & this Exit option shall be
open to the Investors during this period.
18.
Put Option In the event the Investors are not able to exit his
Investment within a period of 60 (sixty) months
subject to execution of definitive agreement, then
the Investors shall be entitled (but not obligated),
by notice in writing to the Promoters offering the
Promoters to purchase all the shares in the SPV at
fair value of aggregate investment of Investors as
per the Independent Expert (anyone out of top 5
Property Valuation Consultants in India)

19.
Drag Along Right Upon exercise of Put Option and the Promoters not
able to fulfill its obligation under the Put Option
above, within a period of 3 months from the date
of Put Option , then, Investors shall have the right
to Drag Along the shares held by the Promoters at
the time of sale of any shares by the Investors on
the same terms and price as applicable to the
Investors

20.
Events of Default Occurrence of the following shall be deemed to be
an Event of Default by the Promoters if:

 Promoters commit breach of any of the

provisions of definitive agreements, which are
of such seriousness as to permit the Investors
to treat as breach of the terms of definitive
agreements.

 An event of insolvency occurs in relation to the

Promoters.

 Any execution or distress is levied or enforced

against the Project, which is not removed or
discharged owing to the default by KIP and/or
SPV within stipulated timeframe.

 A breach of the definitive agreements or of the

employment, non-compete, non-solicitation or

9
 other agreements.

 Findings of any concurrent audit or

investigation by the Investors reveal that the
affairs of the SPV are being willfully
mismanaged so as to cause a material
economic adverse impact to the Investors;

 Any other breach caused by Promoters

knowingly and or unknowingly, intentionally or
unintentionally, affecting the rights/interest of
the Investorss; or

 Any material deviation from the agreed

business plan / financial plan / sale plan / exit
plan (except due to external reasons beyond
the control of SPV/ Promoters and / or the
changes approved by the Board).
21.
Affirmative Rights Upon occurrence of an Events of Default, the
Investors shall give notice to the Promoters and /
or the SPV for rectifying such events. On the
expiry of the notice period to be defined in the
Definitive Agreement, if the Events of Default
subsist or the Promoters are not able to fulfill their
obligation under the Put Option, the Investors shall
have the right to do all or any of the following:

 Appoint and change the

MD/CEO/COO/CFO/Senior Management
personnel by whatever name called of the SPV;
 Nominate such number of directors on the
board of the SPV to constitute a majority and
affirmative vote of the Promoters will no longer
be in force.
 Cause spin off/sale of assets/business / IPRs of
the SPV;
 Cause changes in the business plan of the SPV;
 Bring in new Investorss in to the SPV;
 Bring in new developer into the SPV;
 Determine utilization of surplus case;
 Take any actions that it deems fit to protect its
interest in the SPV.

During the notice period of Put Option, the

Investorss will have the affirmative right on all
transactions having financial implication of more
than Rs. 1 mn. Further, during the notice period of
Put Option, all the banking related authorities shall

10
 vest with the Investors.

22.
Default Put Option
Upon the happening of an Event of Default then,
Investors shall be entitled (but not obligated), by
notice in writing to the Promoters offering the
Promoters purchase all the shares in the SPV
owned by Investors at a price which would give
the Investors an internal rate of return of 25 per
cent per annum compounded annually on the
aggregate investment by the Investors. plus all
declared but unpaid dividends “or” the value of
the aggregate investment of Investors as per the
Independent Expert (anyone out of top 5 Property
Consultants in India) considering pre-default
valuation of the SPV, whichever is higher.

23.
Default Drag Along Upon the happening of an Event of Default and the
Rights Promoters not able to fulfill its obligation under the
Put Option above, within a period of 3 months
from the date of the Event of Default, then,
Investors shall also be entitled (but not obligated)
by notice in writing (a "Notice of Default") to the
Promoters at any time following Investors
becoming aware of such Event of Default to
require the Promoters to offer the shares in the
SPV owned by it and its Affiliates for sale to
Investors at the Default Drag Price as defined
below (the “Default Drag Price”).
Default Drag Price shall mean (a) the aggregate
purchase price received by Investors from a third
party/parties pursuant to sale of all the shares of
Investors and the Promoters in the SPV; MINUS (b)
an amount which would give the Investorss an
internal rate of return of 25 (twenty-five) per cent
per annum compounded annually on the
aggregate investment by the Investors plus all
declared but unpaid dividends “or” the value of
the aggregate investment of Investors as per the
Independent Expert (anyone out of top five
Property Valuation Consultants of India)
considering pre-default valuation of the SPV,
whichever is higher.

24.
Liquidation Preference In the event of:

(i) any liquidation, dissolution or winding up

of the Company, either voluntary or

11
 involuntary,

(ii) any acquisition of the company by

means of a merger, acquisition or other
form of corporate reorganization in which
the shareholders of the company do not
own the majority of the outstanding
shares of the surviving entity,

(iii) any sale of all or substantially all the

assets of the Company

(iv) any exercise of Drag Along Rights / Tag

Along Rights by the Investorss

(any such event, a “Liquidation”),

the total proceeds from such Liquidation

remaining after discharging the liabilities of
the company, shall be distributed, first to
the Investorss, an amount which would
give the Investorss an internal rate of return
of ____ per cent per annum compounded
annually on the aggregate price paid by
the Investorss plus all declared but unpaid
dividends. [provision of return is optional]
To the extent that there are assets available for
distribution after payment of the preceding
amount to Investorss, all Shareholders including
Investorss will share pro rata in the distribution of
such remaining assets.

25.
Right of first Offer With respect to any sale/transfer of shares by the
SPV/Promoters to any third party, the Investors
shall have a right of first offer to maintain their
respective percentage ownership in the
outstanding equity of the SPV (including
outstanding options and warrants), with standard
exclusions e.g. ESOP, subject to prior approval of
board.

26.
Inspection Right The SPV/Promoters will permit the Investors, or its
authorized representatives (such as lawyers,
accountants, auditors or other professional
advisors) to visit and inspect the properties
constructed and developed on the said portion
land of the SPV/Promoters, including its corporate
and financial records, and to discuss its business
and finances with officers of the SPV/Promoters,
after giving reasonable notice.

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27.
Information Rights The Investors are entitled to receive all
information available to a director/s of the SPV on
request. the SPV shall be under obligation to
furnish the Investors with:

(i) Within [14] days after the end of each month,

un-audited statements of income and cash flows of
the SPV for such month and for the period from
the beginning of the current fiscal year to the end
of such month, and a balance sheet as of the end
of such month for the SPV;

(ii) within [14] days after the end of each months,

monthly management review detailing key
operational performance indicators;

(iii) within [14] days after the end of each quarter,

un-audited statements of income and cash flows of
the SPV for such quarter and for the period from
the beginning of the current fiscal year to the end
of such quarter, and a balance sheet as of the end
of such quarter for the SPV;

(iv) within [90] days after the end of each fiscal

year, audited statements of income, cash flows
and shareholders’ equity of the SPV for such year
and a balance sheet as of the end of such year
and accompanied by the report of an independent
certified public accountant of recognized standing;

(v) within [30] days prior to the end of each fiscal

year, a budget for the next year including
operating and capital budgets and such other
reasonable information requested by the
Investors;

(vi) Board, committee, and shareholder meeting

minutes within [7] days after such events;

(vii) details of significant events impacting the

SPV; and

(viii) all other relevant information including

business plans, capital expenditure budgets and
management reporting information not explicitly
mentioned here.

The periodicity for providing financial data shall be

for the time frame mentioned above in the case of
all operating units. For projects under construction

13
 all reports will be on a quarterly basis.

28.
Costs
Cost associated with the investment including
title verification and creation of security, drafting
and execution of documents, cost of conducting
due diligence (payment to all consultant
appointed), etc. shall be borne by the SPV.

However syndication fee to be paid to the

investment banker and any other fee payable to
any other consultant shall be borne by the
Promoters.

29.
Validity This term sheet is valid for a period of ________
days from the date of execution of this term
sheet and the Parties shall execute the term
sheet within ______days from date of issue.

30.
Confidentiality The terms and conditions described in this Term
Sheet including its existence shall be
confidential information and shall not be
disclosed to any third party, save for
affiliates of the negotiating parties. If any
party determines that it is required by law
to disclose information regarding this Term
Sheet or to file this Term Sheet with any
securities exchange, securities regulatory
agency, or other regulatory body, it shall, in
a reasonable time before making any such
disclosure or filing, consult with the other
parties regarding such disclosure or filing
and seek confidential treatment for such
portions of the disclosure or filing as may be
requested by the other party/ies.
31.
Exclusivity Upon execution of this term sheet, Parties agree
that so long as the Investors negotiate in good
faith to consummate the transaction contemplated
by this term sheet, the Promoters agrees that
neither they nor their representatives will
negotiate with, provide any information to, or
consummate a financing with any parties, other
than the Investors, without the prior written
approval of the Investors.

32.
Governing Law: All agreements shall be governed by the law of
India and the Courts in Bangalore shall have
exclusive jurisdiction.

14
It is the intention of the Investors to enter into such agreements as are appropriate
to consummate the transaction contemplated above. The Investors and the
Promoters expressly acknowledge, however, that this letter is only an expression of
the present intention of the Investors, and other than as set forth, Confidentiality,
Exclusivity and First Right of Refusal on the Investment above, neither the
Investors nor the Promoters will have any legal obligation or owe any legal duty to
the other until such time as definitive agreements have been executed by the
authorized representatives of the Investors and the Promoters setting forth the
precise terms and conditions of the transaction.

If the foregoing accurately describes the basis on which we are willing to proceed
with regard to negotiating and drafting definitive agreements, please indicate your
approval by signing the copy of this letter and returning it to us.

ACCEPTED AND AGREED on this ______ ___ day of _________________, 2008:

For ICICI Venture Funds Management Company Limited:

For Karle Infra Projects Private Limited

For SPV

Mr Sudarshan Karle

15
 SCHEDULE I

1. Any revenue or capital expenditure beyond 10%of that budgeted for in

the Annual Business Plan that is approved by the Board of Directors.

2. Creation of investment in subsidiaries or any other investments (other

than short term treasury operations) including acquisition of any
division, corporation, entity or business.

3. Creation of any indebtedness including giving of security for or

guaranteeing debts above of that contemplated in the annual business
plan of the Company.

4. Amendments or any proposal to amend the Memorandum or Articles of

Association including change in the number of Board members.

5. Commencement of any new line of business

6. Commencement or settlement of litigation where the amount involved

is above Rs.10 mn in any particular financial transaction

7. Recommend, giving or renewing of security for or the guaranteeing of

debts or obligations of the Company or any Subsidiary and / or
Affiliates of any Person, other than in the normal course of business

8. Winding up and / or liquidation of the Company and / or their Affiliates.

9. Divestment of or sale of assets of businesses, lease, license or

exchange or pledge in any other way proposing to dispose off any
assets or undertaking of the Company.

10.Any agreement, arrangement, transaction relating to transfer or

assignment or encumbrance of intellectual property rights including
those relating to copyrights, trademarks, patents and designs.

11.Any increase in the issued, subscribed or paid up equity or preference

share capital of the SPV, or re-organization of the share capital of the
SPV, including new issue of shares or other securities of the SPV which
are convertible into shares or any preferential issue of shares or
redemption of any shares or warrants, or grant of any options over its
shares by the SPV.

12.Approval of any new scheme or plan for grant of employee stock

options, or sweat equity shares to any person or entity, including any
modification to any new or existing scheme or plan.

16
13.Changes to material accounting or tax policies or practices other than
that is recommended by the Audit Committee or required by law.

14.Any change in the financial year for preparation of audited accounts.

15.Recommendation of declaration of any dividend in any year.

16.Any resolution to appoint or re-appoint or for the removal of statutory

and/or internal auditors for the Company.

17.Shifting of registered office.

18.Affiliated party transactions, agreements or arrangements between the

SPV and the Promoters or their Affiliates and any transaction,
agreement or arrangement between the SPV, and any entity or firm, in
which any of the Promoters or any of their Affiliates has a financial
interest other than the commitments entered in to prior to signing of
this term sheet.

19.Giving of security for or guaranteeing the debts of any person

20.The formation or operation by the SPV of any new business, or

subsidiary, or collective investment vehicle;

21.Changing the rights and preferences of securities

22.Any related party transactions

23.Setting up of salary and benefits of any employee with a total cost to

the SPV or any of its subsidiaries exceeding Rs. Two million per annum

24.Any commitment or agreement to do any of the foregoing.

25.The terms of acquisition of lands by the SPV

26.Where applicable, the acquisition and/or extinguishments of interests

and rights in or over property held by third parties and the terms on
which they are to be acquired or extinguished;

27.The acceptance of Financial Appraisal of the development and budget

estimates of development project expenditure / Financial Plan.

28.The Promoters shall present to the Board details of the proposed

marketing strategy, guidelines for the terms and process of
employment of the building contactor, guidelines for the terms of lease
of the Project, guidelines for design and construction aspects of the
Project.

17
29.The selection method of selection and terms of engagement of all key
employees of the Company and the removal of such employees;

30.Sale of the properties

31.Any material deviation from the plan and terms approved by the Board
in connection but not limited to with (i) the proposed marketing
campaign for the disposal of the Projects, (ii) employment of the
contractor for execution of the Projects (iii) terms of lease and sale of
the Projects (iv) the design content and quality of and materials to be
used in the execution of the Project.

32.The terms of any financial assistance to fund development project

expenditure;

33.The variation, alteration, change of or omission form a decision on a

matter of principle already made by the Company to the extent that
the variation, alteration, change or omission is material;

34.The prosecution of claims with respect to the Company;

35.All strategy / policy decisions will need to be approved by the Board.

Any major deviations from the plans approved by the Board will need
approval from the Board.

18
Schedule II

19