These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document.

The same may change subject to change in JV Agreement.

DRAFT THE COMPANIES ACT, 1956 [COMPANIES LIMITED BY SHARES] ARTICLES OF ASSOCIATION OF [] PRIVATE LIMITED I. Preliminary

Regulations 21, 64 and 66 of Table A in Schedule I to the Companies Act, 1956 (hereinafter referred to as Table A) shall not apply to the Company, but the Articles hereinafter contained and the remaining regulations of Table A, subject to the modifications hereinafter expressed, shall constitute the Regulations of the Company. II. Interpretation

1. The following expressions shall have these meanings unless there is something in the
subject or context inconsistent therewith: Act or the said Act means the Companies Act, 1956 as amended from time to time, under which the Company will be incorporated and shall include any statutory modifications or re-enactment of laws governing companies in India; Applicable Law means all applicable laws, by-laws, rules, regulations, orders, ordinances, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any Governmental authority or person acting under the authority of any government and/or of any statutory authority in India; Approvals shall mean any permission, approval, consent, license, order, decree, authorization, authentication of, or registration, declaration or filing with or notification, exemption or ruling to or from any Governmental Authority required under any statute or regulation, or pursuant to any governmental policy in connection with any transaction contemplated under the Agreement as required under Applicable Law. Affiliate of any Party means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Party. For the purpose of this definition, control" (together with its correlative meanings, controlled by and under common control with) means power and ability to direct the management and policies of the Person through ownership of 50% or more of the shareShareholding or other form of equity in the Person or through the power to appoint atleast half of the members of the board of directors of such Person by contract or otherwise or any other legal means, direct or indirect, of dominating the decision making and financial and operating policies of the Person. Provided that for the purposes of the Agreement, the Company shall not be construed to be any Partys Affiliate.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
Annual General Meeting means a general meeting of Members held in accordance with the provisions of section 166 of the Act or such other relevant provisions of the Act or Acts related to incorporated companies for the time being in force in India. Agreement means the joint venture agreement entered into between Universit Commerciale Luigi Bocconi and Chrysalis Ventures Private Limited on [] together with all modifications, attachments, annexure and schedules thereto. Auditors shall mean the auditors of the Company duly appointed by the Shareholders at an Annual General Meeting, as indicated in these Articles. Business means development, engineering, consultancy, procurement, construction, commissioning, operation and maintenance and turnkey contracting in the areas of solar, wind and renewable energy power plants. Business Day(s) shall mean a day not being a Saturday or a Sunday on which banks in Delhi, India and Cordoba, Spain are open for business. Business Plan shall mean the business plan of the Company as may be approved by the Board from time to time and shall include the annual operating and capital budgets as well as profit and revenue plans in accordance with which the Business and operations of the Company shall be conducted. Company means MONTEALTO INDURE PRIVATE LIMITED/ MONTEALTO INDURE ENERGY PRIVATE LIMITED/ MONTEALTO INDURE SOLAR PRIVATE LIMITED, a private limited company incorporated by the Parties as the joint venture company, under the provisions of the Companies Act 1956, having its registered office in the State of Delhi. "Confidential Information" means any data or information, oral or written, in any manner that relates to any Partys (or if any Party is bound to protect the confidentiality of any Third Partys information, such Third Partys) past, present, or future research, development, business activities, including any unannounced product(s) and service(s), and including any information relating to services, developments, inventions, processes, plans, documentation, financial information, customer and distributor lists, forecasts and projections and the Intellectual and Industrial Property Rights of such Party. Confidential Information shall also include the terms of this Agreement; The Presents or Regulations means these Articles of Association as originally farmed or altered from time to time and include the Memorandum of Association where the context so requires. The Articles means the Articles of Association of the Company. The Memorandum means the Memorandum of Association of the Company. The Director means the directors for the time being of the Company and includes any person occupying the position of director by whatever name called. The Board means the Board of Directors of the Company.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
The Seal means the Common Seal for the time being of the Company. In writing or written includes printing, lithography and other modes of representing or reproducing words in visible form. Member(s) or Shareholder(s) unless otherwise provided, means the duly registered holder, from time to time, of the Shares of the Company and includes the subscribers to the Memorandum of Association of the Company and also one whose name is entered as beneficial owner of the Shares in the records of a depository. Relative has the meaning assigned to it by section 6 of the Act. Paid-up means and includes credited as paid-up. The Register means the Register of Members to be kept pursuant to Section 152 of the Act. Effective Date shall mean the date of execution of this Agreement Fair Market Value shall have the meaning set out in Article 13 hereof Fiscal Year means each period of twelve (12) months commencing on 1st April and ending on 31st March of the subsequent year. Financial Year means each period of twelve (12) months commencing on 1 January and ending on 31 December of the same year. Extra-Ordinary General Meeting means an extra-ordinary general meeting of the Members duly called and constituted and any adjourned meeting thereof. Indure means Indure Private Limited, a company incorporated under the Companies Act, 1956 having its Registered office at Indure House, Greater Kailash, Part II, New Delhi . Montealto means Corporacion Montealto XXI, SL a company incorporated under the laws of Spain , having its Registered Office at Calle Ingeniero Juan de la Cierva, s/n, 14013 Cordoba (Spain) with Tax Number [] . Registered Office means the registered office of the Company initially situated at [], New Delhi, or on such other place as may be mutually decided by the Parties from time to time. Government Authority means the Government of India or any State Government or any of its governmental ministries, departments, secretariats, agencies, legislative bodies, courts, tribunals or other governmental authorities, whether at the central, state, municipal or local level which has jurisdiction over the Company or the Parties or any matter under the Agreement. Indian Market means the market corresponding to the Republic of India.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
Intellectual and Industrial Property Rights means the intellectual and industrial property rights in relation to a Party hereto which in any way are to be dealt with under this Agreement and/or the Ancillary Agreements, including all registrations, patents, copyrights, trade marks, computer software, service marks, utility model rights, registered designs, design rights, rights in databases, topography rights, rights in trade secrets, manufacturing and processing know-how, formulations, trade or business names or get up and all other intellectual and industrial property rights in any part of the world in each case whether or not registrable or registered, for the full duration of their term, and all applications and rights to apply for registration or protection of any of the same. Person means any natural person, firm, company, Governmental authority, joint venture, association, partnership or other entity (whether or not having separate legal personality). Rupees" and the sign "Rs. means the Indian Rupees being the lawful currency of India; "Share" means an equity shareshare of nominal value of Rs. [ ] each in the equity shareshare capital of the Company; "Shareholder" means any person or body corporate (whether an Affiliate or not) which holds Shares of the Company and becomes a party to this Agreement in accordance with its terms; "Shareholders' Loans" means the loans for the time being extended by a Shareholder to the Company on terms set out in a written loan agreement between the Shareholder as lender and the Company as borrower, and such other borrowings as may be agreed between the Parties from time to time including by means of issuance of debentures, bonds, notes, or otherwise of the Company; "Third Party" means any Person that is not a signatory to this Agreement. Party or Parties shall mean parties to the Agreement. Unless the contrary intention appears: (a) singular includes the plural and vice versa and words importing a gender include other genders; (b) other grammatical forms of defined words or expressions have corresponding meanings; (c) reference to the word include shall be construed without limitation (d) a reference to any agreement, instrument or other document (i) shall include all schedules thereto and (ii) shall be a reference to such agreement, instrument or other document as amended, supplemented, modified, suspended, restated or novated from time to time (e) a reference to a Party includes its executors, administrators, successors and permitted assigns; (f) words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
(g) a reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time and any subordinate legislation made under the statutory provision (as so modified or reenacted). The term Party (i) when applying to Montealto will be understood as both forming one Party, and (ii) when applying to Indure will be understood as forming one party.

(m)

Subject as aforesaid any words or expressions defined in the Act, shall except, where the subject or context forbids, bear the same meaning in these Articles.

2. Unless the context otherwise requires, words or expression contained in these

regulations shall bear the same meaning as in the Act or any statutory modification thereof in force, at the date at which these regulations become binding on the Company. III. the Act and accordingly: (a) the Company will have a minimum paid up capital of Rs. 100,000/- (Rupees One Lac Only) or such higher paid-up capital as may be prescribed from time to time under the Act; (b) no invitation shall be issued to the public to subscribe for any Shares in or debentures of the Company; (c) The number of Members of the Company shall be limited to fifty not including: (i) (ii) Person who are in the employment of the Company, and Persons who having been formerly in the employment of the Company were members of the Company while in that employment and have continued to be the members of the Company after the employment ceased; PRIVATE COMPANY

3. The Company is a Private Company within the meaning of section 2(35) and 3(1)(iii) of

provided that where two or more persons held one or more shareShares in the Company jointly, they shall for the purpose of the clause be treated as a single Member; (d) the right to transfer shareShare/s in the Company shall be restricted in the manner hereinafter provided; and (e) The Company prohibits any invitation or acceptance of any deposits from the persons other than its Members, directors or their relatives.

IV.
4. Authorized Share Capital

SHARE CAPITAL

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement. i. The authorized shareShare capital of the Company shall be such amounts and be
divided into such shareShares as may from time to time, be provided in Clause V of the Memorandum of Association. The Board of Directors shall have power to increase or reduce or sub-divide the capital in accordance with the Company's regulations and legislative provisions for the time being in force in that behalf with the powers to divide the shareShare capital, whether original or increased or decreased into several classes and attach thereto respectively such ordinary, preferential or special rights and conditions in such a manner as may for the time being be provided by the Regulations of the Company and allowed by law.

ii. The minimum paid-up capital of the Company shall be of Rs. 100,000 (Rupees
One Lac only).

iii. The Company may by ordinary resolutions: (a) consolidate and divide all or any of the shareShare capital into shareShares of
larger amount than its existing shareShares,

(b) sub-divide its existing shareShares or any of them into shareShares of smaller
amount than is fixed by the Memorandum of Association, subject nevertheless to the provision of Clause (d) of sub-section (1) of Section 94 of the Act,

(c) cancel any shareShares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person. iv. The Company may subject to the provisions of Sections 100 to 105 of the Act, reduce in any manner, from time to time, by special resolution:

a. its shareShare capital, b. any redemption reserve fund or any shareShare premium account.
5. Issued subscribed and paid up Share Capital

i. The issued subscribed and paid up capital of the Company is Rs. 5,000,000
(Rupees Fifty Lac only) divided into 500,000 (Five Lac ) equity shareShares of the face value Rs. 10/- each, which are held in the following proportion:

a) Universit Commerciale: 50% of shareShare capital, corresponding to []

shareShares;

b) Chrysalis Ventures: 50% of shareShare capital corresponding to []

shareShares.

ii. The proportions of the respective shareShareholdings and capital contribution

obligations to the Company between Universit Commerciale and Chrysalis Ventures with their Affiliates shall always reflect the above proportion of 50%:50% respectively, unless mutually agreed otherwise. Provided that the respective shareShareholding may be maintained directly or indirectly through Affiliates and there shall be no change in the shareShareholding pattern of such

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
Affiliate and in the event there is likely to be any change in the shareShareholding pattern of such Affiliate, the same shall not be given effect to without the prior written consent of the other Party. V. SHARES

6. The shareShares shall be at the disposal of the Directors and they may allot, divide or
otherwise dispose of the same to such persons, at such time and on such terms and conditions as they may in their absolute discretion think fit and with full power to give any person the option to call for or be allotted shareShares of any class of the Company either (subject to the provisions of Section 78 & 79 of the Act) at premium or at par or at a discount, and such option being exercisable for such time and for such consideration as the Directors think fit.

7. The allotments of shareShares shall be made by the Board of Directors at its meetings
only by passing resolutions. 8. Further Issue of Shares

i. Universit Commerciale, Chrysalis Ventures and their respective Affiliates shall

be the only shareShareholders of the Company. The Parties agree that subject to the terms hereof, the Parties shall at all times maintain the shareShareholding of Universit Commerciale and Chrysalis Ventures in the Company in equal proportions i.e. 50% each. The future financing needs of the Company shall be met out of the following means which are listed below in order of preference:

(a) (b) (c)

Internal accruals of the Company; Debt funding from banks / financial institutions; Equity infusion by the shareShareholders and/or extension of shareShareholder loan by the Universit Commerciale and/or Chrysalis Ventures as approved by the Board and mutually agreed by the shareShareholders. Such equity infusion and/or shareShareholder loan shall be in proportion of their equity holding in the Company, and applicable terms relating thereto or any consequential amendments to the JV Agreement shall be agreed at that time between the shareShareholders consistent with the terms and conditions of the amended JV Agreement.

ii. Subject to compliance of Article [] in case of any change in the amount of

shareShare capital, which causes the amount of shareShare capital to increase including through merger, consolidation, reclassification, reorganization or other change in the capital structure of the Company as well as any disbursement of authorized shareShare capital that may take place, Universit Commerciale and/or Chrysalis Ventures will automatically be issued additional shareShares to maintain the same shareShareholding (50%:50%) in the Company as they held prior to the change in the shareShare capital.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.

iii. In the event of any increase in the shareShare capital of the Company, each Party
may apply for additional shareShares in the Company either by itself or through its Affiliates, provided that such Affiliate undertakes to abide by all the terms of the JV Agreement by entering into a Deed of Adherence in the form attached as a [] to the JV Agreement. In the event an Affiliate of a Party invests in the Company then the Party of which it is an Affiliate shall warrant that its Affiliate shall comply and observe all obligations resulting from its position as a shareShareholder of the Company under the Agreement and under applicable laws.

iv. No Shares shall be offered or issued to any person unless the Board of Directors
has approved such offer or issue of Shares in favour of person and such person has executed a Deed of Adherence in the form set out in [] to the JV Agreement.

v. Any letters of comfort or guarantees to be provided by the Parties in order to

secure external financing will be provided in proportion to the shareShareholding pattern of the Parties, unless otherwise mutually agreed in writing.

vi. Both the shareShareholders of the Company, Universit Commerciale and

Chrysalis Ventures shall have pre-emptive rights in proportion to the number of Shares held by each of them with respect to any further issue of shareShares of the Company (Rights Offer).

vii. In the event any of the shareShareholder does not exercise its Rights Offer, or
part of its Rights Offer or provides an amount less than that needed to fund its pro-rata shareShares of the Rights Offer (such shareShareholder being a NonFunding Shareholder and any such amounts hereinafter referred to as the Shortfall), then any shareShareholder providing the amount to fully fund its pro-rata shareShares (hereinafter, a Funding Shareholder) shall have the right, but not an obligation, to fund the Shortfall and subscribe to such Rights Offer comprising the Shortfall in proportion to their shareShareholding in the Company.

viii. Within a period of 180 (one hundred and eighty) calendar days from the
contribution by the Funding Shareholder to cover the Shortfall on account of non-contribution by the Non-Funding Shareholder under Article [] above, the Company shall, at the request of the Non-Funding Shareholder offer additional Shares for subscription by the shareShareholders and the Non-Funding Shareholder shall be entitled to subscribe to appropriate number of shareShares from the Company to claw back to its Shareholding as existing prior to the contribution of such Shortfall by the Funding Shareholder at a price at which such Shares were subscribed by the Funding Shareholder. In order to facilitate such claw back (i) the Shareholders shall exercise their respective voting rights in a manner consistent with this provision, and (ii) the Funding Shareholder shall not exercise its right to subscribe to any fresh issue of Shares by the Company to facilitate such claw back.

ix. Notwithstanding anything to the contrary contained in these Articles, any

issuance of shareShares shall be in accordance with applicable Indian laws,

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
including, but without limiting to, Foreign Exchange Management Act, 1999 and the rules and regulations made there under. 9. Calls on Shares

i. The Board may, from time to time make calls of such amount and may fix such
time for payment of calls as they think fit upon the Members in respect of all moneys unpaid on Shares held by them. An interest not exceeding [] per annum shall be charged on the amount of calls in arrears for the delayed period of payment. The Board shall have powers to waive the charge of interest in their absolute discretion.

10. Share Certificates i. Every shareShare certificate shall be issued in conformity with the provisions of
the Companies (Issue of Share Certificates) Rules, for the time being in force. Every certificate shall be issued under the Seal of the Company and shall bear the signatures of two (2) Directors i.e from one director appointed by Universit Commerciale and from one director appointed by Chrysalis of the Company.

ii. Each physical shareShare certificate now held or hereafter acquired by any
Shareholder shall, for as long as the Agreement is effective, bear a legend as follows:THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND OTHER RIGHTS ATTACHED TO SUCH SHARES ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT DATED [. ] AS MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF AND THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SHARES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE SAID AGREEMENT

iii. In the event the shareShares are dematerialized, an appropriate lien will be
marked in the records of the depository participant. 11. Buy-Back of Shares i. Save as permitted by Section 77A of the Act and other applicable Rules for Buy Back of the Act and subject to the restrictions contained in Section 77AA and 77B of the Act, the Company shall not buy its own Shares nor shall it give whether directly or indirectly and whether by means of a loan guarantee the provisions of security or otherwise, any financial assistance for the purpose of or in connection with any purchase or subscription made or to be made by any person of or for any Shares in the Company or in a company which is its subsidiary. Nothing in the article shall be deemed to affect the powers of the Company to enforce repayment

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
of loans to member or to exercise any lien conferred by these articles or otherwise. ii. Notwithstanding anything contained in Section 77 of the Act and these Articles, the Board of Directors may, when and if thought fit, purchase Shares or other specified securities of the Company (referred to as Buy-back) as it may think necessary, in the manner prescribed in Section 77-A, 77AA and 77-B of the Act. Buy-back of Shares or other specified securities under this Article shall not be treated as reduction of share capital within the meaning of Section 100 to 104 of the Act VI. LIEN ON SHARES

12. 11. The Company shall have a first and paramount lien (lien (a) a) on every ShareShare (not being a fully-paid shareShare) for all moneys
(whether presently payable or not) call, or payable at a fixed time in respect of that shareShare;, and

(b) (b) on all ShareShares (not being fully-paid shareShares) standing registered in
the name of a ShareShareholder (whether solely or jointly with others), for all moneys presently payable by him or his estate to the Company. The Companys lienCompanys lien, if any, on a shShare shall extend to all dividends payable in respect of such Shares. 13. The Companys lien, if any, on a Share shall extend to all dividends payable thereon. 14. The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company has a lien. Provided that no sale shall be made: (a) unless a sum in respect of which the lien exists is presently payable; or

(b)

until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share or the person entitled thereto by reason of his death or insolvency.

15. (i) To give effect to any such sale, the Board may authorize some person to transfer
the Shares sold to the purchaser thereof. (ii) The purchaser shall be registered as the holder of the Shares comprised in any such transfer. (iii)The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

16. The proceeds of the sale shall be received by the Company and applied in payment of
such part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the Shares before the sale be paid to the person entitled to the Shares at the date of the sale. VII. TRANSFER OF SHARES

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.

17. 12. Neither sShareholder may sell, transfer, assign, create or permit to subsist any
pledge, lien, charge, mortgage, assignment or any encumbrance over or grant any option over or other rights to or dispose off any interest in (Transfer) , all or any of the Shares Shares held by it, unless the same is in accordance with this Article. Provided that Transfers inter se, the Affiliates of a Shareholder Shareholder and Transfer from one Shareholder Shareholder to another Shareholder Shareholder or Affiliates thereof shall be freely permissible. Provided further that in the event a sShareholder ceases to be the Affiliate of a ShareholderShareholder, then such sShareholder shall procure the transfer of Shares Shares to itself or to another Affiliate of such Shareholder. Any Transfer of Shares to an Affiliate shall however be subject to such Affiliate executing a Deed of Adherence in the form and manner as set out in []Schedule 3 of the JV Agreement. Any purported Transfer of any ownership or interest in Shares by any Shareholder which is not in accordance with this Article shall be null and void ab initio and of no effect whatsoever and the Shareholders shall do every act, deed or thing to prevent such transfer from being given effect to.

18. Transfer to third parties not being an Affiliate of any Shareholder shall not
be permissible for a period of 43 years starting from the closing of JV Agreement (Lock-in Period) and upon the expiry of this 3 4 years term, such Transfers shall be subject to the provisions of this Article. In case the Company cash flow of the Company is in its first 2 years is twice or thrice of what is reported in the business plan of the Company, awarded projects in the public sector, then the provisions of Lock-in Period shall not be the longer of this Articleapplicable or the requirement prescribed under applicable government policy.

19. Right Of of First Refusal i. 13. SSubject to the provisions above in this Article, any Shareholder Shareholder
('Transferring Shareholder') which desires to Transfer transfer any or all of its Shares Shares in accordance with the terms of this Article shall first offer such Shares ('Offered Shares') to the other Shareholder Shareholder ('Remaining Shareholder') by serving a notice in writing ('Transfer Notice') on the other Shareholder, offering to sell the Offered Shares at the Fair Market Value ('Prescribed Price') and on the terms specified in the Transfer Notice. ii. The Fair Market Value (FMV) shall mean the value of the Shares Shares as mutually agreed by the Shareholders, not being lower than the value determined on the basis of appropriate system of valuation then prescribed under the laws of India. In the event the Shareholders fail to mutually agree upon the FMV, the same shall be determined by an independent valuer appointed by the Parties from amongst the following firms operating in India viz. PricewaterhouseCoopers, Ernst & Young, Deloitte Touche Tohmatsu and KPMG.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement. iii. The Remaining Shareholder shall communicate its intention to purchase the
Offered Shares at the Prescribed Price in writing, to the Transferring Shareholder within fifteen (15) Business Days of receipt of the Transfer Notice (Acceptance Notice) and the Offered Shares shall be purchased by the Remaining ShareholdersRemaining Shareholders within 30 Business Days of the Acceptance Notice. iv. If the Remaining Shareholder does not communicate its interest to acquire the Offered Shares within the aforesaid period of fifteen (15) Business Days or refuses to acquire the Offered Shares or having sent an Acceptance Notice fails to purchase the Offered Shares within thirty (30) Business Days as above or fails to pay the Prescribed Price (each to be construed as a Refusal Notice), it shall be open for the Transferring Shareholder to sell the Offered Shares to a Third third Party party on terms and conditions no more favorable than those offered to the Remaining Shareholder within a period of 30 fifteen (15) Business Days from the Refusal Notice, failing which the Offered Shares shall be again subject to the procedures set out in this Article.

v. No Transfer transfer pursuant to the terms of this Article shallArticle shall be

completed unless in each case the transferee has executed a Deed of Adherence in the form set out in Schedule 3[] of the JV Agreement. Any Transfer transfer in violation of the provisions of this Article shall be null and void and shall not be registered by the Board.

20. Registration of Transfer

i. On registration of transfer of shareShares, the Company shall comply with the

provisions of Sections 108, 110, 111, 112, 113 and 250 of the Act or any statutory modifications thereof.

21. Transfer Upon upon Event Of of Default i. 14. An event of default (Event of Default) occurs or is deemed to have occurred
in relation to a Shareholder (Defaulting Shareholder) if: a. the Defaulting Shareholder commits breach of any of the terms of thise JV Agreement and if such a breach is remediable and the Defaulting Shareholder does not remedy the said breach within thirty (30) Business Days after receiving the notice of that breach or default from the other Shareholder

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
(Non Defaulting Shareholder) requesting the breach of default to be remedied, or b. an order, by a court of competent jurisdiction, for winding up, dissolution, judicial management or administration of a Shareholder has been passed, and the operation of such order has not been stayed by a superior court within sixty (60) days from the date of passing of such order; or c. The the Defaulting Shareholder is subject to any Nationalisationnationalisation, compulsory acquisition, expropriation or seizure of all or any substantial part of its business or assets by any Governmental Authority authority or other authority; or d. Initiation initiation of any insolvency or winding up or bankruptcy or similar proceedings in respect of the Defaulting Shareholder, whether voluntary or otherwise, which remains uncontested by the Defaulting Shareholder concerned for a period of 3 (three) (3) months; or e. Transfer transfer of any Shares by a Shareholder in contravention of the provisions of the Agreement.

ii. Upon the occurrence of an Event of Default under the Agreement, subject to
Applicable Law, the Non Defaulting Shareholder shall be entitled in its sole discretion to: a. require the Defaulting Shareholder to sell all Shares held by the Defaulting Shareholder and/or its Affiliates in the Company to the Non Defaulting Shareholder (EOD Call Option) in the manner set out below, or b. require the Defaulting Shareholder to purchase all Shares held by the Non Defaulting Shareholder and/or its Affiliates in the Company (EOD Put Option) in the manner set out below. a. The EOD Call Option and EOD Put Option are hereinafter collectively referred to as EOD Options. b. The EOD Options shall be exercised by the Non Defaulting Shareholder by addressing a written notice to the Defaulting Shareholder within 10 (ten) Business Days of the occurrence of Event of Default (EOD Notice). c. d. The consideration for the transfer of Shares under the EOD Options shall be equal to the FMV per Share. e. The sale and purchase of the Shares pursuant to the EOD Options shall be consummated within 30 Business Days from the date of receipt of the EOD Notice. The Shareholders shall take all steps necessary to obtain regulatory and other approvals necessary to give effect to such transfer of Shares.

iii. Notwithstanding the above, the Shareholders shall have right to seek damages
(including legal costs) if the Event of Default has resulted on account of an act or omission of a Shareholder.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
VIII. BOARD OF DIRECTORS

22. 14. The business of the Company shall be managed by and shall be under the
direction and supervision of the Board of Directors of the Company ("Board"). The Board shall exercise such powers as may be deemed necessary for ensuring highest levels of corporate governance with respect to the affairs of the Company. The Board may exercise all such powers of the Company and do all such lawful acts, deeds and things as may be necessary, provided the same are in conformity with the Act, the Agreement and the Articles. 23. The Board shall be entitled to delegate, by a resolution, any of its powers to its members or a committee constituted by the Board or to key officials of the Company, subject to Applicable Laws and regulations, for the purposes of smooth and efficient day to day operation of the Company and its projects. 24.Directors

i. The Board of Directors shall consist of a maximum minimum of four nine (49)
Directors at any given time. Universit CommercialeIndure shall nominate two five (25) Directors on the Board (Universit Commerciale Indure Directors) and Chrysalis VenturesMontealto shall nominate two four (24) Directors on the Board (Chrysalis VenturesMontealto Directors). IX. i.

ii. The Party appointing the Directors shall have the sole right to seek removal of
such person from office, except, if such person is disqualified under law. Any vacancy occurring with respect to the position of a Director, by reason of death, disqualification, resignation, removal, the inability to act or otherwise, shall be filled only by another nominee specified by the concerned Shareholder who nominated that Director. Each Shareholder shall fully co-operate in taking all actions, as necessary to support and implement such appointments/removals as mentioned above. iii. X. i. ii. The term of the Director shall be continuous and no Director shall retire by rotation.

25. Directors Remuneration

i. The position of Directors will not be remunerated initially. If remunerated in a future, this will be fixed by the Board of Directors on an annual basis. No fees

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
will be charged by any party as Board of Directors management charges or any other similar concept.

26. Alternate Directors i. If a Director wishes to appoint an alternate Director, the Board shall promptly
upon receipt of a written notice to that effect (duly endorsed by the Shareholder who may have nominated the Director) appoint an alternate Director for such Director. Such written notice from the Director shall specify the name and details of the alternate Director. Provided that a Chrysalis Ventures Director desirous of appointing an alternate Director shall require the prior approval of Universit Commerciale and an Universit Commerciale Director desirous of appointing an alternate Director shall require the prior approval of Chrysalis Ventures.

ii.

The alternate Director can be removed/ replaced only by the Shareholder which endorsed the appointment of such alternate Director. Any vacancy occurring with respect the position of an alternate Director, by reason of death, disqualification, resignation, removal, the inability to act or otherwise, shall be filled only by another nominee specified by the concerned Shareholder.

XI. i. The Directors shall be paid such remuneration as may be decided by the Board.

27. Chairman

i. The Chairman of the Board shall be appointed from among the Universit
Commerciale Directors and The the vice-first Chairman of the Board shall be appointed from among the Chrysalis VenturesIndure Directors. for the first three years. Thereafter the office of Chairman shall be held by the nominee of Montealto and Indure alternatively for a term of 3 years each The Chairman and vice- Chairman shall have all the power as mentioned in the JV Agreement.

ii. The Chairman shall have no casting vote. and iii. The Chairman of the Board shall act as the Chairman of all general meetings. 28. CEO and CFOManaging Director i. The first CEOManaging Director of the Company shall be amongst Directors
nominated by Universit CommercialeMontealto for the first term of 3 years. Thereafter the office of the CEO shall be held by the nominee of Indure and Montealto alternatively for a term of 3 years each.and shall have all the powers as mentioned in the JV Agreement. The CEO will be in charge of the day to day management and affairs of the Company and shall function under the superintendence, direction and control of the Board. The CEO shall also have power to look into the day to day management and decision relating to the running of such subsidiary / subsidiaries.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement. ii. The first CFO of the Company shall be amongst Directors nominated by Indure
for the first term of 3 years. Thereafter the office of the CFO shall be held by the nominee of Montealto and Indure alternatively for a term of 3 years each. The CFO Managing shallDirector shall function under the superintendence, direction and control of the Board.

XII.

QUORUM AND BOARD MEETINGS

29. At least four (4) meetings of the Board (or such other minimum number as may be
required under the Act) shall take place each fiscal year, one in each quarter. Additional meetings of the Board can be convened at any other time on request either of the Chairman of the Board of Directors or any of the two (2) Directors.

30. Unless otherwise agreed, at least 15 (fifteen) Business Days prior written notice or a
shorter notice of not less than (three) 3 Business Days of all the Board meetings together with an agenda setting out in detail the businesses proposed to be transacted at such meeting and all relevant documents thereto (Agenda) must be given to all Directors as well as his/her alternates at their addresses in and outside India.

31. Unless both the Shareholders agree otherwise in writing

(a) no items outside the Agenda circulated with the notice of the Board meeting shall be taken up at the Board meeting; (b) no resolution of the Board can be passed in respect of any matter of which notice and other relevant details were not given in the Agenda for that meeting; and (c) no Board meeting shall be called or convened other than as expressly set out in, and in accordance with, this Article.

32. All decisions of the Board shall be determined by a simple majority of votes. Provided
that such majority of votes must include the affirmative vote of at least one Universit Commerciale Director and one Chrysalis Ventures Director. Each Director shall have one vote.

33. The meeting of Board of Directors can be convened outside and subject to necessary
provisions of the Act, the Directors are allowed to participate in the Board meeting through Video Conferencing or any other visual/audio mode as may be permitted under the Act.

34. The Board shall not pass any resolution to change the constitution or composition of the
Board in any manner contrary to these Articles and the JV Agreement.

35. The Board shall not pass any resolution or take any action to any change,
amendment, renewal of the terms of the JV Agreement without the approval of atleast one Director each of Universit Commerciale and Chrysalis Ventures.

36. The Board shall not pass any resolution or take any action regarding the appointment
and removal of key managerial personnel without the approval of atleast one Director each of Universit Commerciale and Chrysalis Ventures.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.

37. The Board shall not pass any resolution to approve the Annual Budget and the
Business Plan of the Company without the approval of atleast one Director each of Universit Commerciale and Chrysalis Ventures.

38. In respect of the matters listed below (Reserved Matters), a Board resolution
shall not be deemed to have been validly passed unless the resolution is adopted by the affirmative votes of at least one Universit Commerciale Director and one Chrysalis Ventures Director: i. Purchase or sale of shareholdings in other companies ii. Endowment, extension and reduction of funds and/or capital iii. Decisions about the distribution of dividends and/or reinvestment iv. Drawing-up and approval of business plans v. Drawing-up and approval of the annual budget vi. Borrowing or any kind of Indebtednesses. vii. Capacity of providing guarantees to third parties by the JV viii. Acknowledgments of debts, and generally any recognition or declaration that could alienate economically or materially to the JV ix. Links from the JV to third parties, with economical, fiscal and/or legal importance to the JV x. Employment of legal and fiscal advisers, or advisers in other areas, if needed by the JV xi. Power of attorney xii. Employment of employees and retributive wage policy xiii. Suitability of peoples CVs, who are suggested by the members to take any position in the JV, either at the labor costs of each company or the labor cost of the JV. xiv. Decisions referred to the engagement with clients, subcontractors and suppliers in general, and decisions that inherent fulfillment and good development concerning the contracts mentioned above, except as provided in this agreement xv. Contributions of assets, goods, supplemented and services of the members of the JV, of any nature and/or price xvi. Policy and management of collection and payments xvii. In general every decision with legal and/or economical significance for the JV 39.Quorum for Board Meetings

i. The quorum for all Board meetings shall be a minimum of two five (25) Directors,
which shall at all times include atleast one three (3) Director each of Universit Commerciale and two (2) Chrysalis VenturesIndure and Montealto. ii.

iii. If within 1 (one)one (1) hour of the time appointed for a Board meeting, the quorum has not been constituted, the meeting shall stand adjourned automatically to the same day in the next week at the same time and placeplace and at the same time (as the previous meeting) 7 (seven) Business Days later (Adjourned Meeting).

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement. iv.
v.

vi. If at the Adjourned Meeting the required quorum is not present within 30 (thirty) minutes from the time fixed for the Adjourned Meeting, then the meeting shall stand adjourned automatically to the same day in the next week place and at the same place and time time (as the previous adjourned meeting) 5 (five) Business Days later (Second Adjourned Meeting). If at the Second Adjourned Meeting the required quorum is not present within 30 (thirty) minutes from the time fixed for the Second Adjourned Meeting, then a deadlock shall be declared and the Shareholders Directors shall be bound by the Deadlock provisions
40. 41. At least four (4) meetings of the Board (or such other minimum number as may be required under the Act) shall take place each Fiscal Year, one each quarter. Additional Board meetings shall be convened at the written request of any Director; 42. 43. Unless both Shareholders agree otherwise in writing, at least 14 (fourteen) Business Days prior written notice of all Board meetings together with an agenda setting out in detail the businesses proposed to be transacted at such meeting and all relevant documents thereto (Agenda) must be given to all Directors as well as his/her alternates at their addresses in and outside India. Unless both Shareholders agree otherwise in writing, (i) no items outside the Agenda circulated with the notice of the Board meeting shall be taken up at the Board meeting; (ii) no resolution of the Board can be passed in respect of any matter of which notice and other relevant details were not given in the Agenda for that meeting; and (iii) no Board meeting shall be called or convened other than as expressly set out in, and in accordance with, this Article. 44. 45. All decisions of the Board shall be determined by a simple majority of votes. Provided that such majority of votes must include the affirmative vote of at least one Indure Director and one Montealto Director. Each Director shall have one vote. 46. 47. In respect of the matters listed below (Reserved Matters), a Board resolution shall not be deemed to have been validly passed unless the resolution is adopted by the affirmative votes of at least one Indure Director and one Montealto Director: 48. 49.Investments and divestments in assets 50.Endowment, extension and reduction of funds and/or capital 51. Decisions about the distribution of dividends and/or reinvestment 52.Drawing-up and approval of business plans 53.Drawing-up and approval of the annual budget 54.Borrowing or any kind of Indebtednesses. 55. Capacity of providing guarantees to third parties by the JV 56.Acknowledgments of debts, and generally any recognition or declaration that could alienate economically or materially to the JV 57. Links from the JV to third parties, with economical, fiscal and/or legal importance to the JV

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
58.Employment of legal and fiscal advisers, or advisers in other areas, if needed by the JV 59.Power of attorney 60. Employment of employees and retributive wage policy 61. Suitability of peoples CVs, who are suggested by the members to take any position in the JV, either at the labor costs of each company or the labor cost of the JV. 62.Decisions referred to the engagement with clients, subcontractors and suppliers in general, and decisions that inherent fulfillment and good development concerning the contracts mentioned above, except as provided in this agreement 63. Contributions of assets, goods, supplemented and services of the members of the JV, of any nature and/or price 64.Policy and management of collection and payments 65.In general every decision with legal and/or economical significance for the JV 66. 67.Directors Remuneration 68. 69.The position of Directors will not be remunerated initially. If remunerated in a future, this will be fixed by the Board of Directors on an annual basis. No fees will be charged by any party as Board of Directors management charges or any other similar concept. 70. 71. Circular Resolutions

i.

Subject to the provisions of the Act and these Articles, the Board shall be entitled to pass circular resolutions in relations to such matters as it deems necessary and as permitted under the Act. Such resolution shall be signed by at least two Directors consisting of one Universit CommercialeIndure Director and one Chrysalis VenturesMontealto Director for being effective.

XIII. Alternate Directors

XV. XIV. If a Director wishes to appoint an alternate Director, the Board shall promptly upon receipt of a written notice to that effect (duly endorsed by the Shareholder who may have nominated the Director) appoint an alternate Director for such Director. Such written notice from the Director shall specify the name and details of the alternate Director. Provided that a Montealto Director desirous of appointing an alternate Director shall require the prior approval of Indure and an Indure Director desirous of appointing an alternate Director shall require the prior approval of Montealto. The alternate Director can be removed/replaced only by the Shareholder which endorsed the appointment of such alternate Director. Any vacancy occurring with respect the position of an alternate Director, by reason of death, disqualification, resignation, removal, the inability to act or otherwise, shall be filled only by another nominee specified by the concerned Shareholder.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
XVI. XVII. Power to operate Bank Accounts

72. The Company shall open a bank account with a Bank which is mutually agreeable to the
Shareholders and such account or accounts shall be operated by two Directors of the Company, one being a Montealto Director and the other being an Indure Director.

73. The Company shall not make or incur any commitment for capital expenditure
without the mutual agreement of the Shareholders .

74. The Company shall not enter into any contract or engagement of a material nature
outside the normal course of business, without the mutual agreement of the Shareholders.

75. The Board shall not pass any resolution to change the constitution or composition of
the Board in any manner contrary to these Articles and the Agreement. The Board shall not pass any resolution or take any action to any change, amendment, renewal of the terms of the Agreement without the approval of atleast one Director each of Indure and Montealto. The Board shall not pass any resolution or take any action regarding the appointment and removal of key managerial personnel without the approval of atleast one Director each of Indure and Montealto. The Board shall not pass any resolution to approve the Annual Budget and the Business Plan of the Company without the approval of atleast one Director each of Indure and Montealto.

XVIII. GENERAL SHAREHOLDERS MEETING 76. An Annual General general Meeting meeting (AGM) of the Company shall be held in
each calendar year and within a period of 6 (six) months from the end of the Fiscal financial Year year of the Company. All other General Meetings, other than the AGMs, shall be extra Extra ordinary general meetings (EGMs) of the Company. 77. All General Meetings may be convened by giving notice of 21 (twenty one) Business Days and in accordance with the provisions of the Act and the Articles. The Shareholders may agree to a shorter notice period, in compliance with the provisions of the Act. Notice of General Meetings shall be accompanied by an agenda setting out the business proposed to be transacted thereat along with all relevant documents thereto. All General Meetings may be convened by giving notice of 21 (twenty one) Business Days and in accordance with the provisions of the Act and the Articles. The Shareholders may agree to a shorter notice period, in compliance with the provisions of the Act. Notice of General Meetings shall be accompanied by an agenda setting out the business proposed to be transacted thereat along with all relevant documents thereto. 78. Quorum of General Meeting

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
i.

ii.

The quorum for any gGeneral Meeting meeting of the Shareholders of the Company shall be 2 (two) (2) Members, whether present in person or by proxy, where proxies are allowed, and quorum shall not be deemed to be constituted unless at least one authorized representative each of Montealto and IndureUniversit Commerciale and Chrysalis Ventures are present. Subject to the provisions of the Act, in the event that the quorum as set forth above is not achieved at any General Meeting, such meeting shall stand adjourned to the same day in the next week , location and time at the same place and time5 (five) Business Days later. If the quorum as set forth above is not achieved at the2 adjourned General Meetings, then a deadlock shall be declared and the Parties shall be bound by the Deadlock provisions.

iii.

iv.

v. XIX.

i. The Shareholders agree that all resolutions to be placed before in General

Meetings shall have to be first placed before the Board for its consideration and passed by the Board. The Shareholders further agree that all decisions or resolutions in relation to the Company which are required by lLaw to be passed by shareShareholders of a company must be made by majority vote of Shareholders present and voting, provided that such majority of votes must include at least one affirmative vote of Indure and MontealtoUniversit Commerciale and Chrysalis Ventures in their capacity as Shareholders. 79. Decision Making Notwithstanding any other provision of these Articles, neither the Board nor a committee thereof (whether at a Board meeting, including at an adjourned meeting, or at a committee meeting or by circular resolution or otherwise) nor the Shareholders at a General Meeting, shall take any action in respect of any Reserved Matters unless: (a) if the resolution is to be passed at a Board meeting, the resolution is passed with the affirmative vote of at least one Indure Director and one Montealto DirectorUniversit Commerciale Director and one Chrysalis Ventures Director; and (b) (c) if the resolution is to be passed at a meeting of Shareholders, the resolution is passed with the affirmative vote of at least 1 (one) authorized representative of Universit Commerciale Director Indure and 1 (one) authorized representative of Chrysalis VenturesMontealto appointed to vote on their behalf at the General Meeting . ii. Notwithstanding anything to the contrary contained herein, the Shareholders further agree that if (a) the Indure Director(s) and the Montealto Director(s) (in case of a Board Meeting); or (b) the respective representatives of Montealto and Indure (in case of a General Meeting), are unable to arrive at a consensus in relation to a Reserved Matter, then, subject to provisions of the Act, the meeting shall stand adjourned to the same time and place five (5) Business Days later for the Board Meeting and the General Meeting (Second Meeting).

i.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
For avoidance of doubt it is clarified that in case no consensus is reached at the Second Meeting, then, subject to provisions of the Act, such meeting shall stand adjourned to the same time and place for a further period of five (5) Business Days for the Board Meeting and the General Meeting (Third Meeting). In case the Shareholders are unable to arrive at a consensus at the Third Meeting, a deadlock shall be declared and the Shareholders shall be bound by the Deadlock provisions. XX. Deadlock

For the purposes of the Articles, Deadlock means: (i) the Indure Director(s)/representatives or Montealto Director(s) /representatives fail to attend a Third Meeting of the Board or Shareholders, where the matters on agenda of the meeting includes a Reserved Matter; or (ii) the Board and/or the Shareholders are unable to take a decision on a Reserved Matter at the Third Meeting of the Board and/or the Shareholders. Upon the occurrence of a Deadlock, the Shareholders shall nominate and designate representatives who shall attempt to resolve the same by mutual consultation. In the event that the Deadlock is not resolved within a period of fifteen (15) Business Days from the date of the Third Meeting, any Shareholder may send a notice (Deadlock Notice) to the other Shareholders stating that:(i) a Deadlock has occurred; and (ii) unless the Deadlock is resolved within a period of thirty (30) Days from the date of the Deadlock Notice (Deadlock Resolution Period), the Shareholder intends to trigger the Deadlock mechanism set out in this Clause 11B. If the Deadlock is not resolved within the Deadlock Resolution Period (it being specified that during such period, the Shareholders shall have the obligation to meet and discuss in good faith with a view to reaching an agreement), or any other date as may be mutually agreed in writing by the Shareholders, then either Shareholder shall be entitled to notify the other Shareholder of its intention to break the Deadlock pursuant to the following procedure: 1 the Shareholder receiving such notice shall have the option to purchase the entire paid-up capital and all interest of the other Shareholder in the Company at a price per Share equal to the Fair Market Value, or to require the Shareholder giving such notice to purchase its entire paid-up capital and all its interest in the Company at a price per Share equal to the Fair Market Value. The Shareholder receiving such notice shall have forty-five (45) Business Days to give the other Shareholder written notice regarding its option exercise; and 2 the completion of the purchase of Shares pursuant to clause (a) above will occur within sixty (60) Business Days after delivery of the notice of option exercise. Payment of the purchase price shall be in cash. If the Shareholder receiving notice fails to exercise any of the options within 45 Business Days of receipt of notice as per Clause 11B.3(a) above, the Shareholders shall either: (a) pass a resolution for and commence winding-up of the Company, or (b) choose to let the Deadlock continue for that matter

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
Where the Shareholder pass resolution for winding-up of the Company pursuant to article (a) above, the procedure laid down for Dissolution/Winding up shall be followed. In case any of the Shareholders holds more than 74% of the shareShare capital of the Company when the Deadlock takes place, as majority shareShareholder, it shall have the right either to:

(a) (b)

purchase the Shares held by the minority shareShareholder; or determine and pass, where appropriate, the subsequent resolution, if the Company has to be liquidated. XXI. Power to operate Bank Accounts

80. The Company shall open a bank account with a Bank which is mutually agreeable to the
Shareholders and such account or accounts shall be operated by two Directors of the Company, one being a Universit Commerciale Director and the other being an Chrysalis Ventures Director. 81. The Company shall not make or incur any commitment for capital expenditure without the mutual agreement of the Shareholders. 82.The Company shall not enter into any contract or engagement of a material nature outside the normal course of business, without the mutual agreement of the Shareholders. ANNUAL ACCOUNTS 15. The Fiscal Year of the Company shall be the year beginning on April 1 and ending on March 31 of the following year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles of India and shall accurately reflect the Companys financial position. Such records and supporting documents shall be available for inspection by either Shareholder, or its nominee, at all reasonable times at the office of the Company. The Financial Year of the Company shall commence on January 1st and end on December 31st Financial statements for the Fiscal Year shall be prepared in accordance with the applicable accounting principles in India while financial statements pertaining to the Financial Year shall be prepared in accordance with Spanish GAAP The annual statement of account of the Company shall be audited by an independent Chartered Account, to be formally appointed by the Company, but previously selected by the Board of Directors. The Auditors of the Company shall be selected by the Board and formally appointed during the AGM of the Company. Fees and expenses resulting from the audit of the account are be borne by the Company. The General Shareholders Meeting shall have to be convened within the first six month of each financial year, in order to approve the management of the company affairs, approve, where appropriate , the previous years accounts and resolve upon the distribution of profits.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
FINANCIAL STATEMENT AND BUSINESS PLANS 16. The financial statements of the Company shall be prepared for yearly periods commencing from 1st April and ending on 31st March of the subsequent year (Fiscal Year) as well as for yearly period commencing on 1st January and ending on 31st December of the same year (Financial Year). Financial statements for the Fiscal Year shall be prepared in accordance with the applicable accounting principles in India while financial statements pertaining to the Financial Year shall be prepared in accordance with Spanish GAAP. The auditors of the Company shall be selected by the Board and formally appointed during the AGM of the Company. The Shareholders shall jointly prepare detailed Business Plans for the Business and operations of the Company. The Business Plans shall, inter alia, set out in detail the needs for funding and cash of the Company, day to day governance and all other regular administrative matters of the Company. The Business Plans shall be submitted to the Board for approval. The Board shall deliberate on and review performance of the Company vis--vis the Business Plans on a regular basis, and if required, the Business Plans may be recommended for modification by the Board to the Shareholders and the Shareholders shall prepare the revised Business Plans accordingly. INFORMATION RIGHTS 17. Each Shareholder and its respective authorised representatives shall be allowed access at all reasonable times to examine the books and records of the Company. The Company shall also permit the Shareholders and their respective legal and financial advisors, access at all reasonable times to inspect all returns and filings including but not limited to tax returns, tax filings, tax audits and other tax reporting required to be made by the Company under Applicable Law with Government authorities, including but not limited to any filings made by the Company with Government authorities in relation to any of its tax assessments or any appeals filed against such assessment with Government authorities. The Company shall supply each Shareholder with copies of the Companys audited annual accounts at the end of each Fiscal Year, but in no event later than seventy five (75) days after the Fiscal Year end. The Company shall supply each Shareholder with copies of the Companys un-audited annual accounts as soon as practicable following production thereof in each year, but in no event later than [thirty (30)] days after the Fiscal Year end. NON COMPETE. EXCLUSIVITY AND NON- SOLICITATION 18. Montealto and IndureUniversit Commerciale and Chrysalis Ventures agree that for a period of three (3) years from the Effective Date, neither Montealto and its Affiliate(s) nor Indure and its Affiliate(s) will engage, on its own behalf or indirectly with a Third Party, in the Business in the Indian market.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
The Parties agree that the above obligation may be extended to such other markets within Asia as the Parties may mutually agree.

Each of the Parties undertakes that during the subsistence of this Agreement and for a period of 2 (two) years thereafter: (i) they shall neither directly nor indirectly do or say anything which is harmful to the reputation of the Company or which may lead any Person to cease to deal with the Company or knowingly encourage any existing or potential clients of the Company to do business with any other Person other than the Company or result in loss of Business; they shall not hire or solicit for hire any employees, officers, managers of the Company or solicit work from any of clients or customers of the Company.

(ii)

Each of the restrictions set out in this Article shall constitute an entirely separate and independent restriction on the Shareholders. Each of the Shareholders acknowledges that the duration and scope of the undertakings under this Article are reasonable under the circumstances in which they have been given, such undertakings are material for the willingness of the Shareholders to enter into this Agreement and they stand to benefit from such undertakings, the undertakings are for the benefit of the Company and shall increase efficiency of the Business of the Company. Review of Rights of Shareholders The Agreement shall be reviewed after every three years or in the event the Shareholding of either Shareholder falls below 26% of the issued and paid-up capital of the Company, and the Shareholders shall mutually agree on the revised terms including the rights, duties and obligations of the Shareholders arising out of the Agreement. In the event the Shareholders are not able to mutually agree on the revised terms, either Shareholder may send a notice to the other Shareholder stating that the Agreement should be terminated. Thereafter, the following procedure shall be followed: (i) the Shareholder receiving the notice shall have the option to: purchase all the paid-up capital and interest of the other Shareholder in the Company at a price per Share equal to the price per Share determined in accordance with Article 13 (FMV). The Party receiving the notice shall have forty-five (45) Business Days to give the other Party written notice regarding its option exercise; or B. liquidate the Company. If a purchase occurs, the closing shall occur within sixty (60) Business Days after the transfer has been approved by the Board of Directors. Payment of the purchase price shall be in cash. A.

(ii)

In case the relevant review according to the above must take place due to either Shareholder falling down below 26% of the shareShare capital of the Company, only in such situation, the Shareholder holding more than 74% of the shareShare capital of the Company, as majority Shareholder, shall the right either to:

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.

(a) (b)

purchase the Shares held by the minority Shareholder (the one owning less than 26% of the shareShare capital of the Company); or determine, and pass, where appropriate, the subsequent resolution, if the Company has to be liquidated. DISSOLUTION/WINDING UP 19. The Shareholders have the right to mutually agree that the Agreement may be terminated and/or the Company may be dissolved as per the Agreement and shall be subject to applicable Indian laws If the Shareholders agree to dissolve the Company or if a Shareholder exercises its right to cause the Company to be dissolved pursuant to the Agreement, the Shareholders shall cause their respective Directors appointed by them to vote for the dissolution of the Company. Immediately after the Board of Directors' resolution for the dissolution of the Company, and subject to applicable provisions of the Act, the Company shall apply to the necessary authorities for the dissolution and cease to do any further business activities After all debts of the Company have been cleared by the liquidation committee, the remaining assets shall be distributed to each Shareholder according to the proportion of its shareShare of paid-up capital contributed to the Company. Technology licensed to the Company by any Shareholder shall remain the property of that Shareholder and shall revert back to that Shareholder without charge and shall not be counted as part of that Shareholders distribution pursuant to liquidation. After dissolution of the Company, all the books of account and records of the Company shall be kept by a Third Party agreed by the Shareholders. The Shareholders agree that the costs required for the above shall be pro-rated between the Shareholders in accordance with their contributions to the paid-up capital of the Company at the time of the dissolution. In case of dissolution of the Company, Montealto may, if legally permissible, take over the projects pending with the Company on the date of liquidation of the Company. COMMON SEAL 20. The Board shall provide a Seal for the purpose of the Company and shall have power from time to time to destroy the same, substitute a new seal in lieu thereof, and the Board shall provide for the safe custody of the seal for the time being. The seal shall not be affixed to any instrument except by authority of a resolution of the Board and every deed or other instrument to which the seal is required to be affixed shall be signed by at least one Director in whose presence the seal shall have been affixed. INDEMNITY 21. Subject to the provisions of Section 201 of the Act, the Chairman, CEO, CFO, Directors, and other officers for the time being of the Company and any trustees for the time being acting in relation to any of the affairs of the Company and their heirs,

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
executors shall be indemnified out of the assets and funds of the Company for or against all bona fide suits, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or committed in or about the execution of their duties in their respective offices except those done through their willful neglect or default. Any such officer or trustees shall not be answerable for acts, omissions, neglects or defaults of any other officer or trustee. SECRECY 22. No Member shall be entitled to inspect the Companys books without permission of the Directors or to require discovery of any information respecting any detail of the Companys trading or any matter which may relate to the conduct of the business of the Company and which in the opinion of the Directors, it will not be expedient in the interest of the Members of the Company to communicate to the public. DISPUTE RESOLUTION 23. Any dispute arising out of or in connection with the Agreement, including any question regarding the existence, scope, validity, or termination of the Agreement or this Article (and including any civil law or statutory claims) (a Dispute) shall be referred to arbitration in accordance with the provisions of this Article. Notwithstanding the above, a Party must not start arbitration in respect of a Dispute unless the Party notifies the other Party by way of a notice of the Dispute giving details of the Dispute. Within thirty (30) days of notice being given (or such longer period unanimously agreed in writing by the Parties), the Parties shall put their best efforts in order to resolve the Dispute amicably through consultation. If the Dispute is not resolved within the period of 30 (thirty) days mentioned above, the Dispute shall be referred by either Party to final and binding arbitration pursuant to the terms of the following provisions Arbitration Any Dispute which is not resolved through consultations as provided in Clause 28.3 above, shall be referred to and settled through binding arbitration as per the provisions of the SWISS RULES OF INTERNATIONAL ARBITRATION of the SWISS CHAMBERS OF COMMERCE in force on the date the notice of Arbitration is submitted. (i) (ii) (iii) (iv) The arbitration shall be conducted as follows: All proceedings in any such arbitration shall be conducted in English. The venue of the arbitration proceedings shall be Geneva. Each Party shall appoint one (1) arbitrator and the arbitrators so appointed shall appoint a third arbitrator to constitute the arbitral tribunal. The arbitrators shall be free to award costs as they think appropriate. The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.
(v) It is specifically agreed by the Parties that Part I of the (Indian) Arbitration and Conciliation Act 1996 shall not apply.

AGREEMENT 24.As between the Shareholders, the terms and conditions of the Agreement shall prevail and override the provisions in these Articles, and if any discrepancy, conflict or inconsistency is found between the provisions of these Articles and the Agreement, the Shareholders agree to be bound by and to comply with the provisions of the Agreement and to exercise their voting rights to amend these Articles to make them in accordance with the Agreement, subject to the provisions of applicable Indian laws. GENERAL CLAUSE 25.Notwithstanding any provisions to the contrary in these Articles, (i) each Shareholder, its Affiliates and transferee(s) who have executed a Deed of Adherence in accordance with the Agreement (collectively, the "Shareholder Group") shall be treated as a single Shareholder vis--vis the other Shareholder and a breach by any one person in the Shareholder Group of its rights, obligations, covenants or undertakings hereunder shall be deemed as a collective breach by the other members of the Shareholder Group of their respective rights, obligations, covenants or undertakings under the Agreement; and (ii) the Shareholder Group of each Shareholder shall nominate one (1) person within the Shareholder Group who shall (a) act for and on behalf of each member of the Shareholder Group under the Agreement in respect of any right, action or waiver to be exercised by any member of the Shareholder Group (including the nomination, replacement or removal of the Directors); and (b) be responsible for causing each of the members of the Shareholder Group to perform its obligations, covenants and undertakings under the Agreement. 26. Wherever it has been provided in the Act that the Company shall have any right, privilege or authority or that the Company cannot carry out any transaction unless it is so authorized by its Articles, in that case this Article hereby authorizes and empowers the Company to have such right, privilege or authority and carry out such transactions as have been permitted by the Act without there being any other specific article in that behalf herein provided.

These articles are drafted on the basis of Draft JV Agreement circulated to us on October 4, 2011 and is a standard document. The same may change subject to change in JV Agreement.

We, the several persons whose names and addresses are subscribed below are desirous of being formed into a Company in pursuance of these Articles of Association. Name, Description, Occupation and Address of Subscribers Signature of Subscriber Signature of witness with address and occupation

Dated this [] day of [], 2011 Place: []