Exhibit
4.10


 


AMENDMENT
AGREEMENT


 


This
amendment agreement (“Agreement”) is made at Bangalore on June 16, 2017 (“Execution Date”)


 


BY
AND AMONG:


 


AAYAS
TRADE SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at New
No. 45 (Old No. 76), 2nd Floor, 2nd Main Road, 41st Cross, Jayanagar 8th Block, Bangalore
– 560 070 (hereinafter referred to as the “Company” which expression shall unless repugnant to the context
or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the FIRST PART;


 


AND


 


ELBIT
PLAZA INDIA REAL ESTATE HOLDINGS LIMITED, a company incorporated under the laws of Cyprus and having its registered office
at 7 Florinis Street, Greg Tower, PC 1065 Nicosia – Cyprus (hereinafter referred to as the “Promoter”
which expression shall unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted
assigns) of the SECOND PART;


 


AND


 


KOYENCO
LIMITED, a company incorporated under the laws of Cyprus and having its registered office at 7 Florinis Street, Greg Tower,
PC 1065 Nicosia – Cyprus (hereinafter referred to as the “Other Shareholder” which expression shall unless
repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the THIRD
PART;


 


AND


 


MINERVA
INFRATECH PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at 41, Vittal
Mallya Road, Bangalore 560 001 (hereinafter referred to as the “Purchaser” which expression shall unless repugnant
to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the FOURTH PART;


 


AND


 


MANTRI
DEVELOPERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at 41, Vittal
Mallya Road, Bangalore 560 001 (hereinafter referred to as “MDPL” which expression shall unless repugnant to
the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the FIFTH PART.


 


The
Company, the Promoter, the Other Shareholder, the Purchaser and MDPL are hereinafter referred to individually as a “Party”
and collectively as the “Parties”.


 


WHEREAS:


 


	A.	The
                                         Parties, inter alia, have executed the various contracts including the Securities
                                         Purchase Agreement (defined below), details of which are set out in Annexure A hereto
                                         (“Executed Documents”). In accordance with the Executed Documents,
                                         the Purchaser and MDPL propose to acquire from the Promoter and the Other Shareholder,
                                         the entire shareholding of the Company which is held by the Promoter and the Other Shareholder
                                         (herein referred to as the “Sale Securities”).



 


	B.	However,
                                         the Purchaser and MDPL failed to fulfil their obligations under the Executed Documents
                                         prior to the Long Stop Date (as defined in the Executed Documents), and the Promoter
                                         is entitled to proceed to Separation (as defined in the Executed Documents) pursuant
                                         to the provisions of the Executed Documents.



 






    	 	Page 1 of 17	 



     


    

 


	C.	Subsequently,
                                         the Parties have agreed mutually to extend the “Long Stop Date” as defined
                                         in the Executed Documents in the manner set out in Clause 2 below. Further, in accordance
                                         with a security purchase agreement of even date executed between the Company, the Promoter
                                         and MDPL (“Second SPA”), MDPL has agreed to purchase from the Promoter
                                         and the Promoter has agreed to sell to MDPL, 11,00,00,000 (Eleven Crores) Series A CCDs
                                         (defined below) for the purchase price mentioned in the Second SPA. The 11,00,00,000
                                         (Eleven Crores) Series A CCDs shall be purchased by MDPL from the Promoter in 13 (thirteen)
                                         tranches as under, for the consideration set out below aggregating to Rs. 110,00,00,000
                                         (Rupees One Hundred and Ten Crores):



 


	Sl.
    No.	 	Date
    by which the

    relevant CCD Closing is

    required to occur 

    (each a “Subsequent

    Closing Date”)	 	Amount
    to be paid by MDPL (Rs.)	 	Number
    of Sale

    Securities to be 

    transferred
	1.	 	June
    20, 2017	 	10,00,00,000
    (“First Tranche Purchase Price”)	 	1,00,00,000
    Series A CCDs 

    (“First Closing CCDs”)
	2.	 	July 01, 2017	 	5,00,00,000
    (“Second Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	3.	 	August 01,
    2017	 	5,00,00,000
    (“Third Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	4.	 	September
    01, 2017	 	5,00,00,000
    (“Fourth Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	5.	 	October 01,
    2017	 	5,00,00,000
    (“Fifth Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	6.	 	November 01,
    2017	 	5,00,00,000
    (“Sixth Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	7.	 	December 01,
    2017	 	5,00,00,000
    (“Seventh Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	8.	 	January 01,
    2018	 	5,00,00,000
    (“Eighth Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	9.	 	February 01,
    2018	 	5,00,00,000
    (“Ninth Tranche Purchase Price”)	 	50,00,000 Series
    A CCDs
	10.	 	March 01,
    2018	 	30,00,00,000
    (“Tenth Tranche Purchase Price”)	 	3,00,00,000 Series
    A CCDs
	11.	 	April 01,
    2018	 	10,00,00,000
    (“Eleventh Tranche Purchase Price”)	 	1,00,00,000 Series
    A CCDs
	12.	 	May 01, 2018	 	10,00,00,000
    (“Twelfth Tranche Purchase Price”)	 	1,00,00,000 Series
    A CCDs
	13.	 	July 01, 2018	 	10,00,00,000
    (“Thirteenth Tranche Purchase Price”)	 	1,00,00,000 Series
    A CCDs 

	Total	 	 	 	110,00,00,000	 	11,00,00,000
    Series A CCDs



 






    	 	Page 2 of 17	 



     


    

 


Further,
43,17,68,780 (forty three crores seventeen lakhs sixty eight thousand seven hundred and eighty) Series B CCDs and the entire issued
share capital of the Company shall be acquired by the Purchaser for an aggregate consideration of Rs. 228,04,28,767 (Rupees Two
Hundred Twenty Eight Crores Four Lakhs Twenty Eight Thousand Seven Hundred and Sixty Seven only) under the provisions of the Securities
Purchase Agreement.


 


	D.	At
                                         the request of the Purchaser, the Parties have now agreed that, subject to the occurrence
                                         of each CCD Closing as per the Second SPA, the “Long Stop Date” as
                                         defined in the Securities Purchase Agreement shall be as amended hereinbelow.



 


	E.	The
                                         Parties are now entering into this Agreement to record the amendments to the Executed
                                         Documents pursuant to the revised understanding set out above.



 


IT
IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:


 


	1.	DEFINITIONS
                                         AND INTERPRETATION



 


	1.1	Definitions



 


In
this Agreement, capitalised terms used but not specifically defined in this Agreement shall have the meaning attributed to them
in the Securities Purchase Agreement. Except as amended herein the Clauses not mentioned in this Agreement shall have the same
meaning and effect as currently stated in the Securities Purchase Agreement.


 


		(a)	“Agreement”
                                         will mean this amendment agreement executed among the Parties on the Execution Date;



 


		(b)	“Business
                                         Day” means a day other than Saturday and Sunday on which scheduled commercial
                                         banks in Bangalore, India and Cyprus are open for normal banking business;



 


		(c)	“CCDs”
                                         shall mean the Series A CCDs and the Series B CCDs, collectively;



 


		(d)	“CCD
                                         Closing” shall have the meaning ascribed to such term in the Second SPA;



 


		(e)	“CCD
                                         Closing Date” shall have the meaning ascribed to such term in the Second SPA;



 


		(f)	“First
                                         CCD Closing” shall have the meaning ascribed to such term in the Second SPA;



 


		(g)	“First
                                         LSD” shall have the meaning ascribed to such term in the Second SPA;



 


		(h)	“NCDs”
                                         shall have the meaning ascribed to such term in the Second SPA;



 


		(i)	“Securities
                                         Purchase Agreement” shall mean the securities purchase agreement executed between
                                         the Promoter, the Company, the Other Shareholder, MDPL and the Purchaser on December
                                         02, 2015 as amended by the supplemental agreement dated June 22, 2016, detailed in Annexure
                                         A;



 






    	 	Page 3 of 17	 



     


    

 


		(j)	“Series
                                         A CCDs” shall have the meaning ascribed to such term in the Second SPA; and



 


		(k)	“Series
                                         B CCDs” shall have the meaning ascribed to such term in the Second SPA.



 


		1.2	Interpretation



 


Unless
the context otherwise requires, in this Agreement:


 


		(a)	the
                                         recitals shall be regarded as an integral part of this Agreement;



 


		(b)	words
                                         importing the singular include the plural and vice versa;



 


		(c)	reference
                                         to any laws shall mean such laws as may be enacted, amended, supplemented or re-enacted
                                         from time to time;



 


		(d)	reference
                                         to a gender includes a reference to the other gender;



 


		(e)	reference
                                         to the words “include” or “including” will be construed without
                                         limitation;



 


		(f)	if
                                         any act is to be done on a date which is specified in the Agreement and such date is
                                         not a Business Day, then such act shall be done on the immediately succeeding Business
                                         Day;



 


		(g)	reference
                                         to this Agreement, the Second SPA or any other agreement, deed or other instrument or
                                         document will be construed as a reference to this Agreement, the Second SPA or such other
                                         agreement, deed, instrument or document as the same may from time to time be amended,
                                         varied, supplemented or novated;



 


		(h)	the
                                         headings in this Agreement are for reference only and will not affect the interpretation
                                         or construction hereof; and



 


		(i)	Any
                                         clause creating an obligation on the Purchaser in terms of the payment of the Purchase
                                         Price and/or any advance thereof shall mean and be interpreted as being the obligation
                                         of the Purchaser and MDPL.



 


	2.	EXTENSION
                                         OF LONG STOP DATE



 


	2.1	With
                                         effect from September 30, 2016 and subject to the First CCD Closing having been completed,
                                         the “Long Stop Date” as set out in the Securities Purchase Agreement shall
                                         be read and interpreted to mean June 20, 2017 and all provisions of the Securities Purchase
                                         Agreement shall be read and interpreted accordingly.



 


	2.2	Further,
                                         if the First Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean July 01, 2017
                                         and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.3	Consequently,
                                         subject to the receipt of the First Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean July 01, 2017. 


 






    	 	Page 4 of 17	 



     


    

 


	2.4	Further,
                                         if the Second Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean August 01,
                                         2017 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.5	Consequently,
                                         subject to the receipt of the Second Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean August 01, 2017. 


 


	2.6	Further,
                                         if the Third Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean September
                                         01, 2017 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.7	Consequently,
                                         subject to the receipt of the Third Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean September 01, 2017. 


 


	2.8	Further,
                                         if the Fourth Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean October 01,
                                         2017 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.9	Consequently,
                                         subject to the receipt of the Fourth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean October 01, 2017. 


 


	2.10	Further,
                                         if the Fifth Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean November 01,
                                         2017 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.11	Consequently,
                                         subject to the receipt of the Fifth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean November 01, 2017. 


 


	2.12	Further,
                                         if the Sixth Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean December 01,
                                         2017 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.13	Consequently,
                                         subject to the receipt of the Sixth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean December 01, 2017. 


 






    	 	Page 5 of 17	 



     


    

 


	2.14	Further,
                                         if the Seventh Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean January 01,
                                         2018 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.15	Consequently,
                                         subject to the receipt of the Seventh Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean January 01, 2018. 


 


	2.16	Further,
                                         if the Eighth Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean February 01,
                                         2018 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.17	Consequently,
                                         subject to the receipt of the Eighth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean February 01, 2018. 


 


	2.18	Further,
                                         if the Ninth Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean March 01,
                                         2018 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.19	Consequently,
                                         subject to the receipt of the Ninth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean March 01, 2018. 


 


	2.20	Further,
                                         if the Tenth Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean April 01,
                                         2018 and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.21	Consequently,
                                         subject to the receipt of the Tenth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean April 01, 2018.


 


	2.22	Further,
                                         if the Eleventh Tranche Purchase Price is received in the manner contemplated in the
                                         Second SPA, then with effect from the First CCD Closing Date, the term “Long
                                         Stop Date” as set out in the Executed Documents shall be read and interpreted
                                         to mean May 01, 2018 and all provisions of the Executed Documents shall be read and interpreted
                                         accordingly.



 


	2.23	Consequently,
                                         subject to the receipt of the Eleventh Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean May 01, 2018.


 






    	 	Page 6 of 17	 



     


    

 


	2.24	Further,
                                         if the Twelfth Tranche Purchase Price is received in the manner contemplated in the Second
                                         SPA, then with effect from the First CCD Closing Date, the term “Long Stop Date”
                                         as set out in the Executed Documents shall be read and interpreted to mean July 01, 2018
                                         and all provisions of the Executed Documents shall be read and interpreted accordingly.



 


	2.25	Consequently,
                                         subject to the receipt of the Twelfth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean July 01, 2018.


 


	2.26	Further,
                                         if the Thirteenth Tranche Purchase Price is received in the manner contemplated in the
                                         Second SPA, then with effect from the First CCD Closing Date, the term “Long
                                         Stop Date” as set out in the Executed Documents shall be read and interpreted
                                         to mean September 01, 2018 and all provisions of the Executed Documents shall be read
                                         and interpreted accordingly.



 


	2.27	Consequently,
                                         subject to the receipt of the Thirteenth Tranche Purchase Price in the manner contemplated
                                         in the Second SPA, the definition of the term “Long Stop Date” in the Executed
                                         Documents shall be substituted and amended as under:



 


“Long
Stop Date” shall mean September 01, 2018.


 


	2.28	Further,
                                         on or prior to the Long Stop Date as defined after the occurrence of the thirteenth CCD
                                         Closing, the entire remaining purchase price i.e. Rs. 228,04,28,767 (Rupees Two Hundred
                                         Twenty Eight Crores Four Lakhs Twenty Eight Thousand Seven Hundred and Sixty Seven only)
                                         will be paid by Purchaser for the purchase of all remaining securities issued by the
                                         Company held by the Promoter and the Other Shareholder.



 


	2.29	The
                                         provisions of Clauses 2.2 to 2.28 above shall have effect only if the relevant tranches
                                         of the Purchase Price are received by the Promoter in the manner contemplated in the
                                         Second SPA, time being of the essence, and the definition of “Long Stop Date”
                                         as set out in the Securities Purchase Agreement shall be interpreted in accordance with
                                         the above clauses. Any breach of the Second SPA or the provisions of the Securities Purchase
                                         Agreement (as amended by this Amendment Agreement), shall amount to a breach under the
                                         Securities Purchase Agreement (as amended by this Amendment Agreement), notwithstanding
                                         anything to the contrary contained herein.



 


	3.	AMENDMENTS
                                         TO THE SECURITIES PURCHASE AGREEMENT



 


	3.1	General:
                                         Subject to the occurrence of all of the CCD Closings as per the Second SPA, any and all
                                         provisions relating to the transfer of “Sale Securities” in the Securities
                                         Purchase Agreement shall be read and interpreted to mean reference to 10,10,000 (Ten
                                         Lakhs Ten Thousand) Equity Shares representing 100% (one hundred per cent) of the issued,
                                         subscribed and paid-up equity share capital of the Company and 43,17,68,780 (forty three
                                         crores seventeen lakhs sixty eight thousand seven hundred and eighty) Series B CCDs of
                                         Rs. 10 (Rupees Ten) each in the Company representing the entire CCD-holding of the Promoter
                                         in the Company after the occurrence of all the CCD Closings.



 


	3.2	The
                                         amendments to the definition of “Long Stop Date” as mentioned in Clause
                                         2 above shall stand incorporated in the Securities Purchase Agreement.



 


	3.3	Clause
                                         1.30 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		1.30	“Purchase
                                         Price” shall mean the purchase price payable by the Purchaser to the
                                         Promoter and the Other Shareholder for purchase of Sale Securities being a sum of Rs.
                                         338,04,28,767 (Rupees Three Hundred Thirty Eight Crores Four Lakhs Twenty Eight Thousand
                                         Seven Hundred and Sixty Seven only) less any amounts paid by MDPL to the Promoter at
                                         the time of each CCD Closing as defined in the Second SPA;



 






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	3.4	Clause
                                         1.34 of the Securities Purchase Agreement shall be renumbered as Clause 1.35 and Clause
                                         1.35 of the Securities Purchase Agreement shall be renumbered as Clause 1.36. The following
                                         Clause shall be inserted as Clause 1.34:



 


		1.34	“Second
                                         SPA” shall mean the security purchase agreement dated June 16, 2017 executed
                                         between the Promoter, the Company and MDPL for the purchase of 11,00,00,000 (Eleven Crores)
                                         Series A CCDs by MDPL from the Promoter. 



 


	3.5	Clause
                                         3.1 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		3.1.	The
                                         Purchaser shall, and MDPL shall cause the Purchaser and its nominee to, pay to the Promoter
                                         and the Other Shareholder, for the sale and purchase of the Sale Securities, the Purchase
                                         Price, subject to any reduction to be strictly made to the extent of any amounts paid
                                         by the Company to the Promoter under Clause 4.3.3. The Purchaser acknowledges that the
                                         Sale Securities are being offered at the Purchase Price on the understanding that the
                                         Purchaser will complete the purchase of the Sale Securities on or before the Long Stop
                                         Date, irrespective of whether the adjustments contemplated under Clause 4.3.3 are made.
                                         Where any approvals are required for the Purchaser to achieve Closing, the same will
                                         be obtained on or before the Long Stop Date at the cost of the Purchaser or MDPL.



 


	3.6	Clause
                                         4.3.2 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		4.3.2	The
                                         Purchaser shall pay the Purchase Price, through its authorized dealer to the designated
                                         bank accounts of the Promoter and the Other Shareholder. The bank accounts details of
                                         the Promoter and the Other Shareholder are set forth in Schedule 4 to this Agreement.
                                         A copy of the SWIFT instructions issued by the Purchaser’s authorized dealer shall
                                         be provided to the Promoter forthwith.



 


	3.7	The
                                         following Clause 4.3.11 shall be inserted after Clause 4.3.10 of the Securities Purchase
                                         Agreement:



 


		4.3.11	(a)
                                         Notwithstanding anything contained in Clause 4.3.4, Clause 4.3.5(b), Clause 4.3.6, Clause
                                         4.3.7, Clause 4.3.8 or Clause 4.3.9, the Parties shall mutually agree to appoint a document
                                         custodian, being one of (a) Mr. B. R. Srinivas of Dua Associates, Bangalore or (b) Mr.
                                         Shreyas Jayasimha, Advocate (“Custodian”), at least 7 (seven) Business
                                         Days prior to the proposed Closing Date, after the Purchaser has provided proof to the
                                         Promoter that it has the necessary funds to make payment of the Purchase Price on or
                                         before the Closing Date. On receipt of proof that the Purchaser has the necessary funds
                                         to make payment of the Purchase Price on or before the Closing Date, the Promoter shall
                                         hand over the documents listed at Annexure B to the Amendment Agreement to the
                                         Custodian at least 4 (four) Business Days prior to the Closing Date. 



 


(b)
On the earlier of (i) being provided with a written confirmation from the Promoter that the Promoter has received the Purchase
Price; or (ii) being provided by the Purchaser with a letter stating that the Purchase Price has been credited to the Promoter’s
bank account, accompanied by: (a) a copy of irrevocable SWIFT instructions issued by the Purchaser’s bank bearing
out the transfer of the Purchase Price to the Promoter’s bank account in the Form MT-103, and (b) a letter from the
Purchaser’s bank stating that an amount equal to Purchase Price has been debited from the Purchaser’s bank account
for being credited to the bank account of the Promoter, the Custodian shall release the documents listed at Annexure B to the
Amendment Agreement to MDPL and the Purchaser.


 






    	 	Page 8 of 17	 



     


    

 


(c)
If the actions set out in the paragraph above are not completed within 10 (ten) days of handing over the documents as set out
in Clause 4.3.11(a) above or the Long Stop Date, whichever is earlier, the Custodian shall release the documents listed at Annexure
B to the Amendment Agreement to the Company. 


 


(d)
The Company shall hand over the documents listed at Part 1 of Annexure B to the Amendment Agreement to MDPL only in the
event of the payment of the amount of Rs. 338,00,00,000 (Rupees Three Hundred and Thirty Eight Crores) in the manner and within
the timelines contemplated in Clause 5.6 or Clause 5.7.


 


	3.8	The
                                         following Clause 4.5 shall be inserted after Clause 4.4 of the Securities Purchase Agreement:



 


		4.5	Upon
                                         the completion of Closing, the Existing Agreements shall stand terminated and each Party
                                         shall be deemed to have irrevocably and unconditionally waived its respective rights
                                         under the Existing Agreements, and released all the other Parties from any and all claims,
                                         actions, causes of action and liabilities, past and present, whether known or unknown
                                         or actual or contingent, that such Party may have against the other Parties, or their
                                         respective direct or indirect shareholders, affiliates, officers, directors and/or employees
                                         that arise from or relate to the Existing Agreements.



 


	3.9	Clause
                                         5.5 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		5.5	The
                                         Parties further agree that if the Closing has not been achieved on or before the Long
                                         Stop Date:



 


		(a)	the
                                         Company shall be entitled to enforce its rights under the Mortgage Deed 1, the Mortgage
                                         Deed 2 and the Additional Mortgage Deed and no Party will have any claim against any
                                         other Party with respect to such enforcement, subject to the obligations of MDPL under
                                         Clause 5.5(b); 



 


		(b)	MDPL
                                         shall do all such acts as may be necessary to ensure that the Company enjoys its right,
                                         title and interest in the Property, the Mortgaged Property and the Additional Mortgaged
                                         Property, free from all Encumbrances, by executing requisite documents, and stamping
                                         and registering the same, at no additional cost or liability to Company other than the
                                         cost of stamp duty and registration fees;



 


		(c)	the
                                         Company shall be entitled to redeem at face value the 10,10,000 (Ten Lakh Ten Thousand)
                                         optionally convertible debentures issued by the Company to MDPL;



 


		(d)	the
                                         Company shall be deemed to have refunded the debenture application monies of Rs. 1,50,00,000
                                         (Rupees One Crores Fifty Lakhs) paid to the Company by MDPL (along with any statutory
                                         interest payable thereon pursuant to the Act);



 


		(e)	the
                                         Company shall be deemed to have refunded the advance payment of Rs. 5,00,00,000 (Rupees
                                         Five Crores) received from MDPL on September 30, 2016;



 


		(f)	the
                                         Company shall be entitled to redeem at face value all outstanding NCDs (as defined in
                                         the Second SPA) issued by the Company to MDPL pursuant to the CCD Closing(s) as defined
                                         in the Second SPA (except to the extent any NCDs have to be re-classified into CCDs and
                                         purchased by the Promoter pursuant to the provisions of this Clause 5.5); and



 


		(g)	the
                                         Company shall be deemed to have refunded all amounts due from the Company to MDPL towards
                                         the redemption of the NCDs. 



 






    	 	Page 9 of 17	 



     


    

 


The
obligation of the Company to pay the amounts pursuant to Sub-Clause 5.5(c), Sub-Clause 5.5(d), Sub-Clause 5.5(e), Sub-Clause 5.5(f)
and Sub-Clause 5.5(g), shall be set off against the refundable deposit received by MDPL from the Company which will constitute
the full and final settlement of all such amounts payable pursuant to Sub-Clause 5.5(c), Sub-Clause 5.5(d), Sub-Clause 5.5(e),
Sub-Clause 5.5(f) and Sub-Clause 5.5(g). Thereafter, none of the Company, the Promoter or the Other Shareholder shall have any
liability to MDPL, the Purchaser or any other Person acting on their behalf, in relation to such amounts. 


 


The
actions set out in Sub-Clause 5.5(a), Sub-Clause 5.5(b), Sub-Clause 5.5(c), Sub-Clause 5.5(d), Sub-Clause 5.5(e), Sub-Clause 5.5(f),
and Sub-Clause 5.5(g) are collectively referred to as “Separation”. The Parties agree that the requisite documents
for Separation shall include specifically a sale deed for the sale of 10% (ten percent) undivided interest of MDPL in the Property
(including the right of MDPL to receive the built up area in accordance with the JDA) executed by MDPL in favour of the Company
in accordance with Clause 5.5(b) above, to be stamped and registered at the cost of the Company. Where the 10% (ten percent) undivided
interest of MDPL in the Property (including the rights of MDPL to receive the built up area in accordance with the JDA) is not
conveyed in the manner contemplated above, time being of the essence, MDPL will be in default of this Agreement and the Company
and the Promoter shall be entitled to enforce their rights against MDPL in the manner contemplated under this Agreement.


 


Where
all the actions set out at Clause 5.5(a) to Clause 5.5(g) above have been completed, and where under the Second SPA, all the CCD
Closings have been completed, the Promoter shall purchase a calculated number of CCDs from MDPL having a value of Rs. 5,00,00,000
(Rupees Five Crores).


 


	3.10	Clause
                                         5.6 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		5.6	(a)
                                         MDPL hereby waives any and all claims, right, title or interest that it (or its Affiliates,
                                         including the Purchaser) may have in relation to the Property, the Mortgaged Property
                                         and/or the Additional Mortgaged Property, upon the completion of the Separation and shall
                                         ensure that the Promoter and the Company can develop and sell the Property, the Mortgaged
                                         Property and the Additional Mortgaged Property without any interference by MDPL or anyone
                                         claiming under MDPL or without being required to provide any share in the development
                                         to MDPL. 



 


(b)
Upon the completion of Separation in the manner contemplated in Clause 5.5 above, the Existing Agreements shall stand terminated
and each Party shall be deemed to have irrevocably and unconditionally waived its respective rights under the Existing Agreements,
and released all the other Parties from any and all claims, actions, causes of action and liabilities, past and present, whether
known or unknown or actual or contingent, that such Party may have against the other Parties, or their respective direct or indirect
shareholders, affiliates, officers, directors and/or employees that arise from or relate to the Existing Agreements.


 


(c)
Further, MDPL hereby waives any and all claims it may have against the Company and the Promoter in relation to the amounts referred
to in Sub-Clause 5.5(c), Sub-Clause 5.5(d), Sub-Clause 5.5(e), Sub-Clause 5.5(f) and Sub-Clause 5.5(g) above. 


 






    	 	Page 10 of 17	 



     


    

 


(d)
Where Separation is not completed (inter alia, on account of reasons attributable to MDPL and/or the Purchaser) on or before the
expiry of 15 (fifteen) days from the Long Stop Date (as applicable), the Purchaser and/or MDPL shall have a one-time option to
pay / cause MDPL to pay Rs. 338,00,00,000 (Rupees Three Hundred Thirty Eight Crores only) to the Company. Upon receipt of such
sum of Rs. 338,00,00,000 (Rupees Three Hundred Thirty Eight Crores only) within the said 15 (fifteen) day period, the JDA shall
stand terminated and the mortgages against the Mortgaged Property 1, Mortgaged Property 2 and the Additional Mortgaged Property
shall stand discharged, ,(and the Parties shall execute such documents as maybe required to evidence the termination of the JDA
and discharge of mortgages against the Mortgaged Property 1, Mortgaged Property 2 and the Additional Mortgaged Property), and
the Existing Agreements shall stand terminated. Upon receipt of such sum of Rs. 338,00,00,000 (Rupees Three Hundred Thirty Eight
Crores only) by the Company, the Company shall handover the documents listed in Part 1 of Annexure B to the Amendment Agreement
to MDPL. Upon receipt of an amount of Rs. 338,00,00,000 (Rupees Three Hundred Thirty Eight Crores only), the Company shall
have no further claims against MDPL for monies payable by MDPL to the Company as per the financial statements of the Company and
MDPL, and the sum of Rs. 338,00,00,000 (Rupees Three Hundred Thirty Eight Crores only) shall be in full and final discharge of
all monies due to the Company and the Promoter. The Purchaser/MDPL and the Promoter/Company shall have no claims against each
other (including in respect of the NCDs), and any monies paid under the Second SPA shall stand forfeited and remain with the Promoter.


 


(e)
Where neither Separation nor the option referred to in Clause 5.6(d) above is completed before the expiry of 30 (thirty) days
from the Long Stop Date (as applicable), the Existing Agreements shall stand terminated, subject to the rights of the Company
under Clause 5.7 and all rights of the Parties shall be as per Clause 5.7 of this Agreement.


 


	3.11	Clause
                                         5.7 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		5.7	(a)
                                         MDPL and the Purchaser agree that where the Separation does not take place in full within
                                         30 (thirty) days from the Long Stop Date, the Company and the Promoter shall at their
                                         option be entitled to either (A) an amount of Rs. 338,00,00,000 (Rupees Three
                                         Hundred Thirty Eight Crores only) out of the amounts payable by MDPL to the Company as
                                         per the financial statements of the Company and MDPL, or (B) (i) the Property
                                         (along with MDPL’s 10% (ten percent) undivided interest in the Property (including
                                         MDPL’s rights to receive the built up area in accordance with the JDA) being transferred
                                         in favour of the Company), (ii) the Mortgaged Property, (iii) the Additional
                                         Mortgaged Property, and (iv) the rights of the Company to set off the amounts
                                         detailed in Sub-Clause 5.5(c), Sub-Clause 5.5(d), Sub-Clause 5.5(e), Sub-Clause 5.5(f)
                                         and Sub-Clause 5.5(g) against monies payable by MDPL to the Company as per the financial
                                         statements of the Company and MDPL. 



 


(b)
Where the Company exercises its rights to seek the amount of Rs. 338,00,00,000 (Rupees Three Hundred Thirty Eight Crores only)
against the amounts payable by MDPL to the Company as per the financial statements of the Company and MDPL, the same shall be
immediately due and payable by MDPL to the Company, notwithstanding anything else to the contrary provided under the Existing
Agreements. 


 


(c)
Upon receipt of an amount of Rs. 338,00,00,000 (Rupees Three Hundred Thirty Eight Crores only), the Company shall have no further
claims against MDPL for monies paid under the Existing Agreements and the sum of Rs. 338,00,00,000 (Rupees Three Hundred Thirty
Eight Crores only) shall be in full and final discharge of all monies due to the Company and the Promoter. The Purchaser/MDPL
and the Promoter/Company shall have no claims against each other (including in respect of the NCDs), and any monies paid under
the Second SPA shall stand forfeited and remain with the Promoter.


 






    	 	Page 11 of 17	 



     


    

 


	3.12	The
                                         Purchaser and MDPL agree that no consents or approvals shall be required from them in
                                         accordance with the provisions of the Securities Purchase Agreement including pursuant
                                         to Clause 6 thereof, for the execution and performance of this Agreement and the Second
                                         SPA. To the extent any such consent is required, the Purchaser and MDPL shall be deemed
                                         to have provided the same.



 


	3.13	The
                                         following sub-clause shall be inserted as sub-clause (h) in Clause 7.1 of the Securities
                                         Purchase Agreement, and the present sub-clause (h) shall be renamed as sub-clause (i):



 


(h)
Pursuant to the provisions of the Escrow Agreement entered into between the Parties and the Escrow Agent, the Company has received
the title deeds listed in the Escrow Agreement in relation to the Mortgaged Property 1, Mortgaged Property 2 and the Additional
Mortgaged Property. From the date on which the Company has received the aforesaid documents, the Company has not created any Encumbrance
thereon or on the Property and shall not create any Encumbrance on the Property, Mortgaged Property 1, Mortgaged Property 2 and
Additional Mortgaged Property till the Closing Date or the Long Stop Date, as applicable. 


 


	3.14	Clause
                                         10.1 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		10.1	All
                                         notices, consents or other formal communications required of the Parties hereto by this
                                         Agreement shall be in writing. All such communications shall be delivered by hand or
                                         registered post or electronic transmission, addressed to the other party at the following
                                         address or at such other address as has been notified by a Party. Such communications
                                         shall be deemed to have been delivered at the time of delivery (if delivered by hand),
                                         at the time of transmission (if served by facsimile) or on the seventh business day after
                                         the date of posting (if served by prepaid post).



 


		a)	In
                                         the case of notices to the Company:



 


		Attention:	Mr.
                                         Hemant Kothari
		Address:	New
                                         No. 45 (Old No. 76), 2nd Floor, 2nd Main Road, 41st
                                         Cross,

                                         Jayanagar 8th Block, Bangalore – 560
                                         070
		Telephone:	+91
                                         80 4041 4422
		Email:	hemantk@elbitplazaindia.com



 


		b)	In
                                         case of notice to the Purchaser:



 





	 	Attention:	Mr.
                                         Baaskaran S.
		Address:	41,
                                         Vittal Mallya Road, Bangalore – 560 001
		Telephone:	+91
                                         80 4130 0000
	 	Email:	baaskaran.s@mantri.in



  


		c)	In
                                         the case of notices to MDPL:



 





	 	Attention:	Mr.
                                         Baaskaran S.
		Address:	41,
                                         Vittal Mallya Road, Bangalore – 560 001
		Telephone:	+91
                                         80 4130 0000
	 	Email:	baaskaran.s@mantri.in






 






    	 	Page 12 of 17	 



     


    

 


	 	d)	In
    the case of notices to the Promoter:




 


	 	Attention:	Mr.
                                         Doron Moshe
		Address:	7
                                         Mota Gur, Olympia C Tower, Petach Tikva, 4900102 Israel
		Telephone:	+972
                                         3 608 6045 
		Email:	doron@elbitimaging.com



 


	 	e)	In
    case of notices to the Other Shareholder:




 





	 	Attention:	Mr.
                                         Doron Moshe
		Address:	7
                                         Mota Gur, Olympia C Tower, Petach Tikva, 4900102 Israel
		Telephone:	+972
                                         3 608 6045
	 	Email:	doron@elbitimaging.com






 


	3.15	Clause
                                         11.3 of the Securities Purchase Agreement shall be substituted and amended as under:



 


		11.3	Arbitration
                                         



 


Any
Dispute which is not settled by the disputing parties through negotiations, after the period of 30 (thirty) days from the service
of a notice of dispute, shall be referred to and finally resolved by arbitration in Singapore in accordance with the rules of
the Singapore International Arbitration Center (“SIAC”). The Purchaser and MDPL collectively shall appoint
one (1) arbitrator, the Promoter shall appoint one (1) arbitrator, and the two (2) arbitrators so appointed shall appoint the
third arbitrator. The language of the arbitration shall be English. If any Party does not appoint an arbitrator within a period
of 30 (thirty) days from the date on which the arbitration is referred to the SIAC, such arbitrator will be appointed by the SIAC.


 


If
any dispute raises issues which are substantially the same as or connected with issues raised in a dispute which has already been
referred to arbitration under this Agreement or the Existing Agreements or the Second SPA (an “Existing Dispute”),
or arises out of substantially the same facts as are the subject of an Existing Dispute (in either case, a “Related Dispute”),
the arbitral tribunal appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitral
tribunal in respect of any Related Dispute. Any dispute as to whether or not a dispute is a Related Dispute shall be referred
to, and finally resolved by, the arbitral tribunal appointed or to be appointed in respect of an Existing Dispute.


 


The
arbitral tribunal, upon the request of one of the parties to a dispute or a party to this Agreement which itself wishes to be
joined in any reference to arbitration proceedings in relation to a dispute, may join any party to this Agreement to any reference
to arbitration proceedings in relation to that dispute and may make a single, final award determining all disputes between them.
Each of the Parties hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the
request of a party to that dispute.


 


Where,
pursuant to the above provisions, the same arbitral tribunal has been appointed in relation to two or more disputes, the arbitral
tribunal may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to
each of the disputes, order that the whole or part of the matters at issue shall be consolidated and/or heard together upon such
terms or conditions as the arbitral tribunal thinks fit.


 






    	 	Page 13 of 17	 



     


    

 


	3.16	Schedule
                                         4 of the Securities Purchase Agreement shall be replaced by the following:



 


DETAILS
OF BANK ACCOUNT OF THE PROMOTER


 


	 	BANK
    NAME: 	HELLENIC
    BANK
	 	BRANCH
    ADDRESS: 	NO. 1
    EVAGOROU AVENUE, 1065, NICOSIA
	 	SWIFT:
    	HEBACY2N
	 	ACCOUNT
    NO: 	190-01-809683-01
	 	ACCOUNT
    CURRENCY: 	EURO
	 	IBAN:	CY57 0050
    0190 0001 9001 8096 8301




 


DETAILS
OF BANK ACCOUNT OF THE OTHER SHAREHOLDER


 


	 	BANK
    :	BANK
    OF CYPRUS PUBLIC COMPANY LIMITED
	 	SWIFT:	BCYPCY2N
	 	BANK
    ADDRESS: 	
	 	ACCOUNT:	NUMBER:
    357023937129
	 	CURRENCY:	EURO
	 	IBAN:	CY
    37 0020 0195 0000 3570 2393 7129




 


	3.17	To
                                         the extent that any representations are made by the Promoter and Other Shareholder in
                                         the Securities Purchase Agreement, relating to the title of the Promoter and the Other
                                         Shareholder to the securities issued by the Company to them, or the creation of an Encumbrance
                                         thereon, the entire contents of the Second SPA and this Amendment Agreement shall be
                                         deemed disclosed in relation to such representations.



 


	3.18	MDPL
                                         shall provide copies of all historical title documents in relation to the Property to
                                         the Company within a period of 30 (thirty) days from the date of this Agreement.



 


	3.19	MDPL
                                         shall complete applicable filings with the jurisdictional Registrar of Companies in relation
                                         to the charge on Mortgaged Property 1, Mortgaged Property 2 and the Additional Mortgaged
                                         Property within a period of 7 (seven) days from the date of this Agreement.



 


	3.1	TERM
                                         AND TERMINATION



 


	3.1.1	This
                                         Agreement will become effective from September 30, 2016 and will remain in force until
                                         any of the Executed Documents are in force, subject to the terms hereof.



 


	3.1.2	Except
                                         as amended by this Agreement, all of the remaining provisions of the Executed Documents
                                         remain in full force and effect. 



 


	3.1.3	The
                                         provisions of this Agreement will be governed by and construed in accordance with the
                                         laws of India. Subject to Clauses 11.2 to 11.4 of the Securities Purchase Agreement (as
                                         amended by this Agreement), the courts at Bangalore, India shall have supervisory jurisdiction
                                         in respect of this Agreement.



 


		3.2	AMENDMENT



 


No
modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless
made in writing and duly executed by all the Parties hereto.


 


	3.3	WAIVER



 


No
delay in exercising or omission to exercise any right, power or remedy accruing to a party hereto upon any default under this
Agreement shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such
default, nor shall the action or inaction of such party in respect of any default or any acquiescence by it in any default, affect
or impair any right, power or remedy in respect of any other default.


 


	3.4	NOTICES



 


Each
notice, demand or other communication given or made under this Agreement shall be made in accordance with the provisions of the
relevant Executed Documents.


 


	3.5	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts and all of which taken together shall constitute one and the same instrument.
The parties hereto may enter into this Agreement by signing any such counterpart.


 


[Intentionally
left blank]








 






    	 	Page 14 of 17	 



     


    

 


IN
WITNESS WHEREOF, the Parties have set their respective hands to this Agreement on the day, month and year first abovementioned


 


	COMPANY	 
	For
    AAYAS TRADE SERVICES PRIVATE LIMITED
	 
	 	 
	Hemant
                                         Kothari

        Authorised
        Signatory
	 


 


	PROMOTER	 
	For
    ELBIT PLAZA INDIA REAL ESTATE HOLDINGS LIMITED



	 
	 	 
	Hemant
                                         Kothari

        Authorised
        Signatory
	 


 


	OTHER
                                         SHAREHOLDER
	 
	For
    KOYENCO LIMITED	 
	 	 
	 	 
	Hemant
                                         Kothari

        Authorised
        Signatory
	 


 


	PURCHASER
	 
	For
    MINERVA INFRATECH PRIVATE LIMITED	 
	 	 
	 	 
	Baaskaran
                                         S.

        Authorised
        Signatory
	 


 


	MDPL
	 
	For
    MANTRI DEVELOPERS PRIVATE LIMITED	 
	 	 
	 	 
	Baaskaran
                                         S.

        Authorised
        Signatory
	 


 





	WITNESSES
	 	 	 

	 	 	 
	Maygha
        Viswanat

        Level
        3, Prestige Obelisk,

        3,
        Kasturba Road, 

        Bangalore
        – 560 001
	 	Madhusmita
        K.

        No.
        41, Vittal Mallya Road,

        Bangalore
        – 560 001





 






    	 	Page 15 of 17	 



     


    

 




ANNEXURE
A


 


Details
of the Executed Documents


 


		a)	Securities
                                         Purchase Agreement dated December 02, 2015 between the Company, the Promoter, the Other
                                         Shareholder and the Purchaser and MDPL;



 


		b)	Registered
                                         Deed of Mortgage dated December 02, 2015 executed by B. N. Adarsh and MDPL in favour
                                         of the Company;



 


		c)	Registered
                                         Deed of Mortgage dated December 02, 2015 executed by Kirthana Developers LLP and MDPL
                                         in favour of the Company; and



 


		d)	Registered
                                         Deed of Mortgage dated June 21, 2016 executed by B. N. Adarsh and MDPL in favour of the
                                         Company.



 






    	 	A-1	 



     


    

 


SECURITIES
PURCHASE AGREEMENT


 


ThisSECURITIESPURCHASE
AGREEMENT(“Agreement”) is entered into on this 16thday of June, 2017 at Bangalore by and
amongst:


 


AAYAS
TRADE SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at New
No. 45 (Old No. 76), 2nd Floor, 2nd Main Road, 41st Cross, Jayanagar 8th Block, Bangalore
– 560 070(hereinafter referred to as the “Company” which expression shall, unless repugnant to the context
or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the FIRST PART;


 


AND


 


ELBIT
PLAZA INDIA REAL ESTATE HOLDINGS LIMITED, a company incorporated under the laws of Cyprus and having its registered office
at 7 Florinis Street, Greg Tower, PC 1065 Nicosia – Cyprus (hereinafter referred to as the “Promoter”
which expression shall unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted
assigns) of the SECOND PART;


 


AND


 


MANTRI
DEVELOPERSPRIVATE LIMITED,a company incorporated under the Companies Act, 1956 and having its registered office at 41, VittalMallya
Road, Bangalore 560 011 (hereinafter referred to as “Purchaser”, which expression shall, unless repugnant to
the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the THIRD PART.


 


Each
of the above mentioned Persons shall be individually referred to as a “Party” and collectively as “Parties”.


 


WHEREAS:


 


	A.	The
                                         Company is engaged in the business of developing theProperty (as defined in the Earlier
                                         SPA).



 


	B.	The
                                         Purchaseris engaged in the business of construction and development of real estate.



 


	C.	As
                                         at the date of this Agreement, the issued, subscribed and paid-up equity share capital
                                         of the Company is Rs. 1,01,00,000 (Rupees One Crore One Lakh) divided into10,10,000 (Ten
                                         Lakhs Ten Thousand) Equity Shares of Rs. 10 (Rupees Ten each).



 


	D.	The
                                         Promoter and Koyenco Limited (“Other Shareholder”) are the legal and
                                         beneficial owners of 10,10,000(Ten Lakhs Ten Thousand)Equity Shares representing 100%
                                         (one hundred percent) of the issued, subscribed and paid-up equity share capital of the
                                         Company. The Promoter holds 11,00,00,000 (Eleven Crores) Series A CCDs of Rs. 10 (Rupees
                                         Ten) each,and 43,17,68,780 (Forty Three Crores Seventeen Lakhs Sixty Eight Thousand Seven
                                         Hundred Eighty) Series B CCDs of Rs. 10 (Rupees Ten) each,in the Company.The aforesaid
                                         Equity Shares, CCDs and any Securities issued to the Promoter prior to the Closing Datearehereinafter
                                         collectively referred to asthe“Issued Securities”.The Purchaser holds
                                         10,10,000 (Ten Lakhs Ten Thousand) optionally convertible debentures of Rs. 10 (Rupees
                                         Ten) each in the Company.



 


	E.	The
                                         Company, the Promoter, the Other Shareholder, Minerva Infratech Private Limited (“MIPL”)
                                         and the Purchaser have entered into a securities purchase agreement dated December 02,
                                         2015 as amended by the supplemental agreement dated June 22, 2016 (“Earlier
                                         SPA”) whereby MIPLproposed to purchase the Issued Securities from the Promoter
                                         and the Other Shareholder in accordance with the terms and conditions set out in the
                                         Earlier SPA.



 


	F.	However,
                                         the Purchaser and MIPLfailed to fulfil their obligations under the Earlier SPA prior
                                         to the Long Stop Date (as defined in the Earlier SPA), and the Promoter is entitled to
                                         proceed to Separation (as defined in the Earlier SPA) pursuant to the provisions of the
                                         Earlier SPA.



 






    	 	A-2	 



     


    

 


	G.	The
                                         Parties, along with the Other Shareholder, MIPL and Purchaser have come to a revised
                                         understanding whereby, the Purchaser proposes to purchase, and the Promoter proposes
                                         to sell to the Purchaser, 11,00,00,000 (eleven crore) Series ACCDs(“Sale Securities”)
                                         out of the Issued Securities for an aggregate consideration of Rs.110,00,00,000 (Rupees
                                         One Hundred and Ten Crores only) (“Series ACCDPurchase Price”) in
                                         accordance with the terms hereof.The Sale Securitiesshall be purchased by the Purchaser
                                         from the Promoter in 13 (thirteen) tranches as under, for the consideration set out below
                                         aggregating to Rs. 110,00,00,000 (Rupees One Hundred and Ten Crores only):



 





	Sl. No.	 	Date by which the 

relevant CCD Closing 

is required to occur 

(each a “Subsequent 

Closing Date”)	 	Amount to be paid by 

MDPL (Rs.)	 	Number of Sale 

Securities to be 

transferred
	1.	 	June 20, 2017 (“First
    LSD”)	 	10,00,00,000

 (“First Tranche Purchase Price”)	 	1,00,00,000 Series A CCDs 

(“First Closing
    CCDs”)
	2.	 	July 01, 2017	 	5,00,00,000	 	50,00,000 Series A CCDs
	3.	 	August 01, 2017	 	5,00,00,000	 	50,00,000 Series A CCDs
	4.	 	September 01, 2017	 	5,00,00,000	 	50,00,000 Series A CCDs
	5.	 	October 01, 2017	 	5,00,00,000	 	50,00,000 Series A CCDs
	6.	 	November 01, 2017	 	5,00,00,000	 	50,00,000 Series A CCDs
	7.	 	December 01, 2017	 	5,00,00,000	 	50,00,000 Series A CCDs
	8.	 	January 01, 2018	 	5,00,00,000	 	50,00,000Series A CCDs
	9.	 	February 01, 2018	 	5,00,00,000	 	50,00,000 Series A CCDs
	10.	 	March 01, 2018	 	30,00,00,000	 	3,00,00,000 Series A CCDs
	11.	 	April 01, 2018	 	10,00,00,000	 	1,00,00,000Series A CCDs
	12.	 	May 01, 2018	 	10,00,00,000	 	1,00,00,000 Series A CCDs
	13.	 	July 01, 2018	 	10,00,00,000	 	1,00,00,000 Series A CCDs 

	Total	 	 	 	110,00,00,000	 	11,00,00,000Series A CCDs






 


	H.	The
                                         transfer of the First Closing CCDs shall be referred to as the “First Closing”,
                                         and each subsequent transfer of Series A CCDs as mentioned above shall be referred to
                                         as a “Subsequent Closing”.



 






    	 	A-3	 



     


    

 


	I.	Further,
                                         43,17,68,780 (forty three crores seventeen lakhs sixty eight thousand seven hundred and
                                         eighty) Series B CCDs and the entire issued share capital of the Company (such equity
                                         shares the “Sale Shares”) shall be acquired by MIPLfor an aggregate
                                         consideration of Rs. 228,04,28,767 (Rupees Two Hundred Twenty Eight Crores Four Lakhs
                                         Twenty Eight Thousand Seven Hundred and Sixty Seven only) under the provisions of the
                                         Earlier SPA.



 


	J.	Simultaneously
                                         with the date of execution of this Agreement, the parties to the Earlier SPA have entered
                                         into an amendment agreement to amend certain provisions of the Earlier SPA (“Amendment
                                         Agreement”).



 


	K.	Accordingly,
                                         the Parties wish to record in this Agreement the terms and conditions of the sale and
                                         purchase of the Sale Securities.



 


NOW
THEREFORE, IN CONSIDERATION OF THE PREMISES, REPRESENTATIONS AND WARRANTIES AND COVENANTS HEREIN SET FORTH, THE PARTIES HEREBY
AGREE AS FOLLOWS: 


 


	1.	DEFINITIONS



 


	1.1.	“Act”shall
                                         mean the Companies Act, 1956 (as amended and superseded by the Companies Act, 2013),
                                         as notified, amended or re-enacted from time to time;



 


	1.2.	“Affiliate”
                                         of a Party means a Person which directly or indirectly Controls or, is controlled
                                         by, or is under common Control with such Party. In the case of an individual, Affiliate
                                         shall include a Relative of such individual;



 


	1.3.	“Articles”
                                         shall mean the Articles of Association of the Company;



 


	1.4.	“Board”
                                         shall mean the Board of Directors of the Company;



 


	1.5.	“Business
                                         Day” shall have the meaning ascribed to the term in the Earlier SPA;



 


	1.6.	“CCDs”
                                         shall meanthe Series A CCDs and the Series B CCDs, collectively;



 


	1.7.	“CCD
                                         Closing” shall mean any of the First CCD Closing or any Subsequent Closing;



 


	1.8.	“CCD
                                         Closing Date” shall mean any of the First CCD Closing Date or any Subsequent
                                         Closing Date;



 


	1.9.	“Conditions
                                         Precedent” shall mean the conditions detailed in Clause 4;



 


	1.10.	“Control”
                                         or “Controlled” with respect to any Person shall mean the beneficial
                                         ownership directly or indirectly of more than fifty (50%) per cent of the voting securities
                                         of such Person or control over the majority of the composition of the board of directors
                                         or the power to direct the management or policies of such Person by contract or otherwise;



 


	1.11.	“Encumbrance”
                                         shall mean any mortgage, pledge, equitable interest, prior assignment, hypothecation,
                                         right of other Persons, claim, security interest, beneficial interest, title retention
                                         agreement, voting trust agreement, interest, option, lien, charge, commitment, restriction
                                         or limitation of any nature whatsoever, including restriction on use, voting, transfer,
                                         receipt of income or exercise of any other attribute of ownership. The word ‘Encumber’
                                         shall be construed accordingly;



 


	1.12.	“Equity
                                         Shares” shall mean equity shares of Rs. 10 (Rupees Ten) each in the Company;



 






    	 	A-4	 



     


    

 


	1.13.	“Long
                                         Stop Date” shall have the meaning ascribed to the term in the Amendment Agreement;



 


	1.14.	“Losses”
                                         shall mean any and all losses, liabilities, obligations, claims, demands, actions,
                                         suits, judgments, awards, fines, penalties, taxes, fees, settlements and proceedings,
                                         costs, expenses, royalties, deficiencies, damages (whether or not resulting from third
                                         party claims), charges, costs (including costs of investigation, remediation or other
                                         response actions), interests, out-of-pocket expenses, reasonable attorneys’ and
                                         accountants’ fees and disbursements;



 


	1.15.	“NCDs”
                                         shall mean the non-convertible debentures of the Company of face value of Rs. 10
                                         (Rupees Ten) each,having the terms set out in Schedule 2;



 


	1.16.	“Person”
                                         shall mean an individual or a partnership, company, trust, association or other entity;



 


	1.17.	“RoC”
                                         shall mean Registrar of Companies;



 


	1.18.	“Relative”
                                         shall have the meaning given to it in the Act;



 


	1.19.	“Representations
                                         and Warranties” shall mean the representation and warranties contained in Clause
                                         9;



 


	1.20.	“Sale
                                         Securities” shall have the meaning given to it in RecitalG;and



 


	1.21.	“Series
                                         ACCD Purchase Price” shall have the meaning ascribed to the term in Recital
                                         G;



 


	1.22.	“Series
                                         A CCDs” shall mean the compulsorily convertible debentures of the Company of
                                         face value of Rs. 10 (Rupees Ten) each, having the terms set out in Schedule 2;



 


	1.23.	“Series
                                         B CCDs” shall mean the compulsorily convertible debentures of the Company of
                                         face value of Rs. 10 (Rupees Ten) each, having the terms set out in Schedule 2;



 


	1.24.	“Valuer”
                                         shall mean an independent chartered accountant appointed by the Purchaser or the Promoter.



 


	2.	SALE
                                         AND PURCHASE OF SALE SECURITIES



 


	2.1.	Subject
                                         to the terms and conditions contained herein, the Promoter shall (as legal and beneficial
                                         owner of the Sale Securities) on each CCD Closing Date, sell, transfer and convey to the
                                         Purchaser all of their right, title and interest in and to therelevant portion of the
                                         Sale Securities as the case may be, free from all Encumbrances. The Purchaser shall purchase
                                         the relevant number of Sale Securities for the relevant portion of the Series A CCD Purchase
                                         Price, on eachCCDClosing Date.



 


	2.2.	As
                                         on the date of this Agreement, the Parties have obtained a valuation certificate from
                                         the Valuer, bearing out that the fair market value of the Sale Securities in aggregate
                                         is equal to or higher than the Series A CCD Purchase Price.



 


	3.	PURCHASE
                                         PRICE



 


	3.1.	The
                                         Purchaser shall pay to the Promoter,for the sale and purchase of the Sale Securities,the
                                         Series A CCD Purchase Price.



 


	3.2.	The
                                         amount and description of the Sale Securities to be transferred by the Promoter to the
                                         Purchaser on each CCD Closing Date is set out in Recital G above.



 






    	 	A-5	 



     


    

 


	4.	CONDITIONS
                                         PRECEDENT



 


	4.1.	The
                                         obligation of the Promoter to transfer Sale Securities to Purchaser in the manner contemplated
                                         herein is subject to the fulfilment by the Purchaser, of the following conditions (unless
                                         waived in writing by the Promoter) (“Conditions Precedent”) at least
                                         3 (three) days prior to each CCD Closing Date:



 


		(i)	The
                                         Purchaser having provided all consents and documents as may be necessary, such that the
                                         Company and its security holders are able to re-classify the Sale Securities into NCDs
                                         immediately after each CCD Closing, without requiring any further action or documentation
                                         from the Purchaser; and



 


		(ii)	The
                                         Purchase rhaving provided all documents as may be necessary, evidencing that with immediate
                                         effect from any CCD Closing Date, if the Company is required to make payments of any
                                         amounts to the Purchaser in connection with the Sale Securities (even after the Sale
                                         Securities are re-classified into NCDs), any such amounts will be set off and adjusted
                                         against the amounts owed by the Purchaser to the Company.



 


	4.2.	If
                                         any of the Conditions Precedent are not satisfied on or prior to the First LSD or any
                                         Subsequent Closing Date, this Agreement shall stand terminated and the Purchaser shall
                                         be deemed to be in breach.



 


	5.	FIRST
                                         CCDCLOSING



 


	5.1.	The
                                         First CCD Closing shall occur on or before the First LSD and within 2 (two) days of receipt
                                         by the Promoter of a written confirmation that all Conditions Precedent are satisfied,
                                         with documentation evidencing the same. It is clarified that unless the Promoter is given
                                         documentation to its satisfaction regarding the satisfaction of the Conditions Precedent,
                                         it shall be under no obligation to proceed with the First CCD Closing or any CCD Closing.
                                         The Purchaser undertakes to obtain an in-principle confirmation from its designated authorised
                                         dealer prior to each CCD Closing, acknowledging that the relevant CCD Closing can be achieved
                                         in the manner set out herein.



 


	5.2.	The
                                         First CCD Closing shall take place at Bangalore.



 


	5.3.	On
                                         the First CCD Closing Date, the Parties shall complete the below mentioned activities.
                                         The actions to take place under this Clause 5.3 are interdependent and must take place,
                                         as nearly as possible, simultaneously.



 


	5.3.1.	Payment
                                         of First Tranche Purchase Price



 


The
Purchaser shall pay the First Tranche Purchase Price without any withholding, through its authorized dealer to the
designated bank account of the Promoter. The bank account details of the Promoter are set forth in Schedule 3 to this
Agreement. A copy of the SWIFT instructions issued by Purchaser’s authorized dealer shall be provided to the
Promoter forthwith.


 


	5.3.2.	Delivery
                                         of documents including resolutions of the Board and shareholders



 


The
Promoter and/or the Company, as applicable, shall deliver the following documents to the Purchaser at First CCD
Closing:


 


		a)	Certified
                                         true copies of the resolutions passed by the Board and the board of directors of the
                                         Promoter approving the transfer of the First Closing CCDsto the Purchaser; and



 






    	 	A-6	 



     


    

 


		b)	Such
                                         supporting documents as may be required in accordance with the Foreign Exchange Management
                                         Act, 1999 and the rules and regulations formulated thereunder, for the filing of the
                                         form FC-TRS for the First CCD Closing.



 


The
Purchaser shall deliver certified true copies of the resolutions passed by its board of directors approving the purchase of the
First Closing CCDs.The Purchaser shall also ensure the filing of forms 15CB and 15CA as required for the proposed transfer of
the First Closing CCDs.


 


	5.3.3.	Original
                                         CCD certificates representing First Closing CCDs and transfer forms



 


The
Promoter shall cause the delivery of the original certificates representing the First Closing CCDsto the Company along with the
duly stamped security transfer forms executed by the Promoter.


 


The
Purchaser shall cause the delivery of the duly stamped original security transfer forms signed by it and the Promoter
pertaining to the First Closing CCDs to the Company.


 


	5.3.4.	Form
                                         FC-TRS



 


		a)	Following
                                         the receipt of the documents set forth above and the payment of the First Tranche Purchase
                                         Price, on the First CCDClosing Date, the Purchaser shall submit the duly filled form FC-TRS
                                         along with all relevant documents and annexure to be attached thereto to the authorised
                                         dealer Category–I bank remitting the First Tranche Purchase Price, on behalf of
                                         the Purchaser through the e-biz portal, and obtain an endorsement from the authorised
                                         dealer Category-I bank stating that the payment of the First Tranche Purchase Price,
                                         has been made in accordance with the applicable laws.A copy of the endorsedformFC-TRS
                                         bearing the acknowledgement of the authorised dealer Category-I bank will be provided
                                         to the Promoter and the Company.



 


	5.3.5.	Upon
                                         the receipt of a confirmation from the Promoter that the First Tranche Purchase Price
                                         has been received by the Promoter in its bank account, the Promoter shall cause a meeting
                                         of the Board and shareholders of the Company (as required) to be called (provided that
                                         the endorsed form FC-TRS has been received by the Purchaser’s authorized dealer)
                                         at which the following business will be conducted and necessary actions will be taken:



 


		a)	Approve
                                         the registration of transfer of First Closing CCDsto the Purchaser;



 


		b)	Resolve
                                         to make the necessary entries in the Register of Members and Register of Debentures to
                                         enter the name of the Purchaser as the registered owner of the First Closing CCDs;



 


		c)	Approve
                                         the re-classification of the First Closing CCDs into NCDs.



 


	5.3.6.	Thereafter,
                                         the Company shall deliver to the Purchaser, the original, duly stamped certificates representing
                                         NCDs allotted on re-classification of the First Closing CCDs, along with the certified
                                         true copies of the resolutions recording the transfer of the First Closing CCDs and destroy
                                         the corresponding CCD certificates.



 


	5.4.	The
                                         Parties agree that all the actions detailed in Clauses 5.3.1 to 5.3.6will have to be
                                         completed to achieve First CCDClosing and that the Parties shall take all actions necessary
                                         to facilitate the same.



 






    	 	A-7	 



     


    

 


	6.	SUBSEQUENTCLOSINGS



 


	6.1.	Each
                                         Subsequent Closing shall occur on or prior to the relevant Long Stop Date as set out
                                         in the Amendment Agreement, time being of the essence. Failure to achieve any Subsequent
                                         Closing strictly within the timelines agreed shall amount to a breach of this Agreement
                                         and the Amendment Agreement.



 


	6.2.	Each
                                         SubsequentClosing shall take place at Bangalore.



 


	6.3.	On
                                         each Subsequent Closing Date, the Parties shall complete the below mentioned activities.
                                         The actions to take place under this Clause 6.3 are interdependent and must take place,
                                         as nearly as possible, simultaneously.



 


	6.3.1.	Payment
                                         of relevant tranche of theSeries A CCDPurchase Price



 


The
Purchaser shall pay the relevant tranche of theSeries A CCDPurchase Price without any withholding, through its authorized dealer
to the designated bank account of the Promoter. The bank account details of the Promoter are set forth in Schedule 3 to
this Agreement. A copy of the SWIFT instructions issued by the Purchaser’s authorized dealer shall be provided to the Promoter
forthwith.


 


	6.3.2.	Delivery
                                         of documents including resolutions of the Board and shareholders



 


The
Promoter and/or the Company, as applicable, shall deliver the following documents to the Purchaserat the relevant SubsequentClosing:


 


		a)	Certified
                                         true copies of the resolutions passed by the Board and the board of directors of the
                                         Promoter approving the transfer of the relevant tranche of theCCDto the Purchaser.



 


		b)	Such
                                         supporting documents as may be required in accordance with the Foreign Exchange Management
                                         Act, 1999 and the rules and regulations formulated thereunder, for the filing of the
                                         form FC-TRS for the relevant Subsequent Closing.



 


The
Purchaser shall deliver certified true copies of the resolutions passed by its board of directors approving the purchase of therelevant
number of Sale Securities.The Purchaser shall also ensure the filing of forms 15CB and 15CA as required for the proposed transfer
of the Sale Securities as required.


 


	6.3.3.	Original
                                         certificates representing Sale Securities to be transferred and transfer forms



 


The
Promoter shall cause the delivery of the original certificates representing the Sale Securities being transferred on such Subsequent
Closing Date to the Company along with the duly stamped security transfer forms executed by the Promoter.


 


The
Purchasershall cause the delivery of the duly stamped original security transfer forms signed by it and the Promoter pertaining
to the relevant Sale Securities being transferred to the Company.


 


	6.3.4.	Form
                                         FC-TRS



 


		a)	Following
                                         the receipt of the documents set forth above and the payment of therelevant tranche of
                                         the Series A CCDPurchase Price, on therelevant Subsequent Closing Date, the Purchaser
                                         shall submit the duly filled form FC-TRS along with all relevant documents and annexure
                                         to be attached thereto to the authorised dealer Category–I bank remitting the relevant
                                         tranche of the Series A CCDPurchase Price, on behalf of the Purchaserthrough the e-biz
                                         portal, and obtain an endorsement from the authorised dealer Category-I bank stating
                                         that the payment of the relevant tranche of theSeries A CCDPurchase Price, has been made
                                         in accordance with the applicable laws. A copy of the endorsed form FC-TRS bearing the
                                         acknowledgement of the authorised dealer Category-I bank will be provided to the Promoter
                                         and the Company.



 






    	 	A-8	 



     


    

 


	6.3.5.	Upon
                                         the receipt of a confirmation from the Promoter that the relevant tranche of theSeries
                                         A CCDPurchase Price has been received by the Promoter in its bank account, the Promoter
                                         shall cause a meeting of the Board and shareholders of the Company (as required) to be
                                         called (provided that the endorsed form FC-TRS has been received the Purchaser’s
                                         authorized dealer) at which the following business will be conducted and necessary actions
                                         will be taken:



 


		a)	Approve
                                         the registration of transfer of relevant number of Sale Securitiesto the Purchaser;



 


		b)	Resolve
                                         to make the necessary entries in the Register of Members and Register of Debentures to
                                         enter the name of the Purchaser as the registered owner of the Sale Securities transferred;



 


		c)	Approve
                                         the re-classification of the CCDstransferred into NCDs.



 


	6.3.6.	Thereafter,
                                         the Company shall deliver to the Purchaser, the original, duly stamped certificates representing
                                         the relevant number ofNCDs allotted on re-classification of the CCDstransferred at each
                                         Subsequent Closing, along with certified true copies of the resolutions recording such
                                         transfer, and destroy the corresponding Series ACCD certificates.



 


	6.4.	The
                                         Parties agree that all the actions detailed in Clauses 6.3.1 to 6.3.6will have to be
                                         completed to achieve each SubsequentClosing and that the Parties shall take all actions
                                         necessary to facilitate the same.



 


	7.	ADDITIONAL
                                         UNDERSTANDING



 


	7.1.	The
                                         Parties agree that if the Purchaser has not paid any tranche of the Series A CCD Purchase
                                         Price on or before the relevant Long Stop Date, this Agreement shall stand terminated
                                         on account of breach of the Purchaser. The Parties shall be bound by the terms of the
                                         Earlier SPA as amended by the Amendment Agreement.



 


		7.2.	The
                                         Parties agree that within 7 (seven) days from the receipt of the First Tranche Purchase
                                         Price by the Promoter, each Party will take necessary action, in accordance with applicable
                                         laws, to withdraw/nullify the legal proceedings it has initiated against any of the other
                                         Parties, including specifically the following, without prejudice to such Party’s
                                         rights where there is any breach of the provisions of this Agreement or the Amendment
                                         Agreement:



 


		1.	Demand
                                         Notice under Rule 5 of the Insolvency and Bankruptcy (Application to Adjudicating Authority)
                                         Rules, 2016 dated May 15, 2017, issued by the Company to the Purchaser;
	 	 	 
		2.	Preliminary
                                         response dated May 24, 2017, and detailed response dated May 31, 2017, issued by the
                                         Purchaser to the Company in response to the demand notice;
	 	 	 
		3.	C.
                                         C. No. 3407/2017 before the Hon’ble XXVII Additional Chief Metropolitan Magistrate
                                         Court, Bangalore; and
	 	 	 
		4.	Writ
                                         Petition No. 13384/2017 (connected with W.P. No. 13856/2017 and 13860/2017) before the
                                         Hon’ble High Court of Karnataka.



 






    	 	A-9	 



     


    

 


	8.	REPRESENTATIONS
                                         AND WARRANTIES OF THE COMPANY, THE PROMOTER, THE PURCHASER:



 


	8.1.	The
                                         Company and the Promoter, jointly and severally, represent and warrant to the Purchaserthat:



 


		a)	The
                                         execution, delivery and performance of this Agreement does not and will not conflict
                                         with, or result in a breach of, or constitute a default under any instrument to which
                                         the Company is a party or to which it is bound.



 


	8.2.	Representations
                                         and Warranties relating to the Promoter:



 


		a)	The
                                         Promoter has the legal right and full power to enter into and perform this Agreement
                                         and any other documents to be executed by it pursuant to or in connection with this Agreement.



 


		b)	There
                                         is no action, suit, proceeding, claim, arbitration or investigation pending against the
                                         Promoter, or there is no action, suit, proceeding, claim, arbitration or investigation
                                         which the Promoter intends to initiate in connection with its involvement with the Company,
                                         subject to the transaction contemplated in this Agreement being completed in the manner
                                         contemplated herein.



 


		c)	The
                                         execution, delivery and performance of this Agreement does not and will not conflict
                                         with, or result in a breach of, or constitute a default under any instrument to which
                                         the Promoter is a party or by which it is bound.



 


		d)	Each
                                         of the Representations and Warranties contained in Schedule 1(regarding ownership
                                         to Sale Securities) are true, correct and complete, on and as of the date of this Agreement
                                         and the Closing Date.



 


		e)	The
                                         Promoter represents that the Parties have obtained a valuation certificate from the Valuer,bearing
                                         outthat the fair market value of the Sale Securities in aggregate is equal to or more
                                         than the Series A CCD Purchase Price. The Promoter shall cause the Company to obtain
                                         revised valuation certificates from time to time, as applicable.



 


	8.3.	The
                                         Purchaseracknowledges that except for the Representations and Warranties of the Promoter
                                         and the Company as set out in Clause8.1, Clause 8.2 and Schedule 1, the Promoter has
                                         not made any other representation or warranty in relation to the Property or the Company.



 


The
provisions of Clauses 8.1, 8.2 and 8.3 and of Schedule 1 shall not have any effect until all CCDClosings are completed,
and the Closing (as defined in the Earlier SPA) is completed.


 


	8.4.	Representations,
                                         Warranties and Covenants provided bythe Purchaser:



 


		a)	The
                                         Purchaser representsthat the Parties have obtained a valuation certificate from the Valuer,bearing
                                         outthat the fair market value of the Sale Securities in aggregate is equal to or more
                                         than the Series A CCDPurchase Price of the Sale Securities.



 


		b)	The
                                         Purchaser represents that it has the legal right and full power to enter into and perform
                                         this Agreement and any other documents to be executed by them pursuant to or in connection
                                         with this Agreement.



 


		c)	There
                                         is no action, suit, proceeding, claim, arbitration or investigation pending against the
                                         Purchaser, or there is no action, suit, proceeding, claim, arbitration or investigation
                                         which the Purchaser intends to initiate in connection with the Purchaser’s involvement
                                         with the Company.



 


		d)	The
                                         execution, delivery and performance of this Agreement does not and will not conflict
                                         with, or result in a breach of, or constitute a default under any instrument to which
                                         the Purchaseris a party or by which it is bound.



 






    	 	A-10	 



     


    

 


	9.	INDEMNITY



 


	9.1.	Subject
                                         to theCCDClosings being completed and Closing (as defined under the Earlier SPA) being
                                         completed the Promoter hereby agrees to defend, indemnify and hold the Company and the
                                         Purchaserharmless from and against any and all direct Losses that are finally ruled by
                                         a competent court of law to have been sustained or suffered by the indemnified party
                                         and arising directly out of, or by reason of:



 


		a)	any
                                         breach of this Agreement by it; or
	 	 	 
		b)	any
                                         material inaccuracy in or breach of any of the Representations and Warranties, covenants,
                                         undertakings or agreements contained in,or issued pursuant to, this Agreement by it.



 


	9.2.	Notwithstanding
                                         anything to the contrary herein contained, the Purchaserhereby agrees to defend, indemnify
                                         and hold the Promoter harmless from and against any and all direct Losses that are finally
                                         ruled by a competent court of law to have been sustained or suffered by the indemnified
                                         party and arising directly out of, or by reason of:



 


		c)	any
                                         breach of this Agreement by it; or
	 	 	 
		d)	any
                                         material inaccuracy in or breach of any of the Representations and Warranties, covenants,
                                         undertakings or agreements contained in, or issued pursuant to, this Agreement by it.



 


	9.3.	Notwithstanding
                                         anything contained in this Agreement, the Promoter’s aggregate liability in relation
                                         to any indemnification claim made by the indemnified party will not exceed the lower
                                         of the Series A CCDPurchase Priceand any sum actually paid by the Purchaser under this
                                         Agreement.



 


	9.4.	It
                                         is clarified thatthe Promoter’s rights specified in this Clause 9 shall be in addition
                                         to and not in substitution for any other remedies available to the Promoter, including
                                         the Promoter’s rights pursuant to the Amendment Agreement.



 


	10.	CONFIDENTIALITY



 


	10.1.	The
                                         Promoter, the Purchaser and the Company recognize that each of them may be given and
                                         have access to confidential and proprietary information of each other. The Parties undertake
                                         not to and shall ensure that their Affiliates do not use any of such confidential information
                                         without the prior written consent of the Party owning the confidential information, and
                                         shall use their best efforts to keep confidential and not to disclose to any third party
                                         any of the other Party’s confidential and proprietary information.



 


	10.2.	It
                                         is expressly agreed that the Promoter and/or its Affiliates shall be permitted to issue
                                         a press release as required by legal provisions applicable to the Promoter and/or its
                                         Affiliates, in relation to the terms hereof, which is accepted by the remaining Parties.
                                         Any other press release by any of the Parties regarding the understanding reached between
                                         them shall be coordinated with the other Parties. The disclosures made by any Party to
                                         government or any regulatory bodies should be copied to the other Party.



 






    	 	A-11	 



     


    

 


	11.	NOTICES



 


	11.1.	All
                                         notices, consents or other formal communications required of the Parties hereto by this
                                         Agreement shall be in writing. All such communications shall be delivered by hand or
                                         registered post or electronic transmission, addressed to the other party at the following
                                         address or at such other address as has been notified by a Party. Such communications
                                         shall be deemed to have been delivered at the time of delivery (if delivered by hand),
                                         at the time of transmission (if served by facsimile) or on the seventh business day after
                                         the date of posting (if served by prepaid post).



 


		a)	In the case of notices to the Company:
	 	 	 	 
	 	 	Attention:	Mr.
    Hemant Kothari
	 	 	Address:	New
    No. 45 (Old No. 76), 2nd Floor, 2nd Main Road, 41st Cross, 

    Jayanagar 8th Block, Bangalore – 560 070
	 	 	Telephone:	+91
    80 4041 4400
	 	 	Email:	hemantk@elbitplazaindia.com
	 	 	 	 
		b)	In the case of notices to the Purchaser:
	 	 	 
	 	 	Attention:	Mr.
    Baaskaran S.
	 	 	Address:	41,
    VittalMallya Road, Bangalore – 560 001
	 	 	Telephone:	+91
    80 4130 0000
	 	 	Email:	baaskaran.s@mantri.in
	 	 	 	 
		c)	In the case of notices to the Promoter:
	 	 	 	 
	 	 	Attention:	Mr.
    Doron Moshe
	 	 	Address:	7
    Mota Gur, Olympia C Tower, PetachTikva, 4900102 Israel
	 	 	Telephone:	+972
    3 608 6045
	 	 	Email:	doron@elbitimaging.com




 


	12.	GOVERNING
                                         LAW AND DISPUTE RESOLUTION



 


	12.1.	Governing
                                         Law



 


This
Agreement shall be governed by and construed in accordance with the laws of India without reference to its conflict of laws principles.


 


	12.2.	Amicable
                                         Resolution of Disputes



 


If
any dispute arises between the Parties in respect of the validity, interpretation, implementation or alleged breach of any provision
of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one party
hereto has been legitimate (a “Dispute”), the disputing parties shall attempt to first resolve such dispute
or claim through discussions between senior executives of the Purchaserand the Promoter.


 


	12.3.	Arbitration



 


Any
Dispute which is not settled by the disputing parties through negotiations, after the period of 30 (thirty) days from the service
of a notice of dispute, shall be referred to and finally resolved by arbitration in Singapore in accordance with the rules of
the Singapore International Arbitration Center (“SIAC Rules”). The Purchasershall appoint 1 (one) arbitrator,
the Promoter shall appoint 1 (one) arbitrator, and the 2 (two) arbitrators so appointed shall appoint the third arbitrator. The
language of the arbitration shall be English. If any Party does not appoint an arbitrator within a period of 30 (thirty) days
from the date on which the arbitration is referred to the arbitration, the arbitrator shall be appointed as per the SIAC Rules.


 






    	 	A-12	 



     


    

 


If
any dispute raises issues which are substantially the same as or connected with issues raised in a dispute which has already been
referred to arbitration under this Agreement or the Existing Agreements or the Amendment Agreement (an “Existing Dispute”),
or arises out of substantially the same facts as are the subject of an Existing Dispute (in either case, a “Related Dispute”),
the arbitral tribunal appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the arbitral
tribunal in respect of any Related Dispute. Any dispute as to whether or not a dispute is a Related Dispute shall be referred
to, and finally resolved by, the arbitral tribunal appointed or to be appointed in respect of an Existing Dispute.


 


The
arbitral tribunal, upon the request of one of the parties to a dispute or a party to this Agreement which itself wishes to be
joined in any reference to arbitration proceedings in relation to a dispute, may join any party to this Agreement to any reference
to arbitration proceedings in relation to that dispute and may make a single, final award determining all disputes between them.
Each of the Parties hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the
request of a party to that dispute.


 


Where,
pursuant to the above provisions, the same arbitral tribunal has been appointed in relation to two or more disputes, the arbitral
tribunal may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to
each of the disputes, order that the whole or part of the matters at issue shall be consolidated and/or heard together upon such
terms or conditions as the arbitral tribunal thinks fit.


 


	12.4.	Enforcement



 


Judgement
upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such
court for a judicial acceptance of the award and an order of enforcement, as the case may be.


 


	12.5.	Jurisdiction



 


Subject
to Clauses 12.2 to 12.4, the courts at Bangalore, India shall have supervisory jurisdiction in respect of this Agreement.


 


	13.	MISCELLANEOUS
                                         PROVISIONS



 


	13.1.	Specific
                                         Performance



 


In
the event that a Party commits a default of the terms of this Agreement then, the non-defaulting Parties shall be entitled to
such remedies, including remedies by way of damages and/or specific performance, as may be permitted under applicable laws, in
addition to their rights and remedies under this Agreement.


 


	13.2.	Reservation
                                         of Rights



 


No
forbearance, indulgence or relaxation or inaction by any Party at any time to require performance of any of the provisions of
this Agreement by the other Parties shall in any way affect, diminish or prejudice the right of such Party to require performance
of that provision and any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not
be construed as a waiver or acquiescence of any right under or arising out of this Agreement, or acquiescence to or recognition
of rights and/or position other than as expressly stipulated in this Agreement or unless expressly stated so by that Party in
writing or in this Agreement.


 






    	 	A-13	 



     


    

 


	13.3.	Partial
                                         Invalidity



 


If
any provision of this Agreement or the application thereof to any person or circumstance is or becomes invalid or unenforceable
to any extent, the remainder of this Agreement and the application of such provision to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be
replaced with a provision which is valid and enforceable and most nearly gives effect to the original intent of the unenforceable
provision.


 


	13.4.	Amendment



 


No
modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless
made in writing by all the Parties.


 


	13.5.	Entire
                                         Agreement



 


This
Agreement read with the Earlier SPA and the Amendment Agreement, constitutes the entire Agreement between the Parties with respect
to the subject matter herein and supersedes and cancels any prior oral or written agreement, representation, understanding, arrangement,
communication or expression of intent relating to the subject matter of this Agreement.


 


	13.6.	Survival



 


The
provisions of Clause7.1, Clause8, Clause 9, Clause 10, Clause 11, Clause 12 and this Clause 13 will survive termination of this
Agreement.


 


	13.7.	Costs
                                         and Stamp Duty



 


Each
Party shall bear its own expenses incurred in preparing and executing this Agreement. The Purchaser shall bear the stamp duty
in relation to the transfer of the Sale Securities and the issue of theNCDs.


 


 





 









 






    	 	A-14	 



     


    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above mentioned.


 


	COMPANY	 
	For AAYAS TRADE SERVICES PRIVATE LIMITED
	 
	 	 
	Hemant
    Kothari	 
	 	 
	PROMOTER	 
	 	 
	For ELBIT PLAZA INDIA REAL ESTATE HOLDINGS LIMITED



	 	 
	 	 
	Hemant
    Kothari	 
	 	 
	PURCHASER
    	 
	For MANTRI DEVELOPERS PRIVATE LIMITED 



	 	 
	 	 
	Baaskaran
        S.

        Authorized
        Signatory
	 


 


	WITNESSES	 	 
	 	 	 
	 	 	 
	MayghaViswanat

        Level
        3, Prestige Obelisk,

        3,
        Kasturba Road, 

        Bangalore
        – 560 001
	 	Madhusmita
        K.

        No.
        41, VittalMallya Road,

        Bangalore
        – 560 001



 






    	 	A-15	 



     


    

 


SCHEDULE
1


 


REPRESENTATIONS
AND WARRANTIES BY THE PROMOTER REGARDING SALE OF SALE SECURITIES


 


The
Promoter hereby represents and warrants as follows:


 


	1.	Ownership
                                         of the Sale Securities



 


	a)	The
                                         title to the Sale Securities held by the Promoter in the Company is absolute, clear of
                                         all Encumbrances and valid.



 


	b)	The
                                         Promoter isthe legal and beneficial owner of the Sale Securities.



 


	c)	The
                                         Sale Securities, including any Sale Securities that have been acquired by the Promoter
                                         through transfers or transmissions, are duly stamped and approved in accordance with
                                         the provisions of the Articles and provisions of the Act and regulations framed thereunder.



 


	d)	There
                                         is no Encumbrance on, over or affecting any of the Sale Securities, nor is there any
                                         commitment to give or create any of the foregoing, and no person has claimed to be entitled
                                         to any of the foregoing.



 


	e)	Upon
                                         delivery to the Purchaser at each CCD Closing of certificates representing the Sale Securities,
                                         along with transfer forms in relation to such Sale Securities, and passing of resolutions
                                         of the Company’s Board and upon receipt by the Promoter of the amounts payable
                                         at the Closing, good and valid title to such Sale Securities will pass to the Purchaser,
                                         free and clear of all Encumbrances. 






 






    	 	A-16	 



     


    

 


SCHEDULE
2


DESCRIPTION
OF SALE SECURITIES


 


PART
A - TERMS OF THE SERIES A CCDs


 


	1.	Issue
	 	 
	1.1	Each
                                         Series A CCD shall be a compulsorily convertible debenture.
	 	 
	1.2	Each
                                         Series A CCDwill have a par value of Rs. 10/- (RupeesTen only) each.
	 	 
	2.	Term



 


The
Series A CCDs will have a maximum term of 15 (fifteen) years from the date of their allotment.


 


	3.	Transferability



 


The
Series A CCDs will be transferable in the manner specified in the articles of association of the Company for transfer of
shares.


 


	4.	Interest



 


Interest
shall be accrued and paid on each Series A CCD at the rate of 21.14% per annum, subject to applicable laws, only from the financial
year in which the Company is able to generate cash flows to pay such interest.


 


	5.	Conversion
                                         of CCDs



 


 100 (One Hundred) Series ACCDs shall be convertible into 1 (one) compulsorily convertible preference share, as and when decided by the Board of Directors of the Company.




 


	6.	Governing
                                         Law



 


The
terms of the Series ACCDs shall be governed and construed in accordance with the laws of India.


 






    	 	A-17	 



     


    

 


PART
B - TERMS OF THE SERIES B CCDs


 


	1.	Issue
	 	 
	1.1	Each
                                         Series B CCD shall be a compulsorily convertible debenture.
	 	 
	1.2	Each
                                         Series B CCD will have a par value of Rs. 10/- (RupeesTen only) each.
	 	 
	2.	Term



 


The
Series B CCDs will have a maximum term of 15 (fifteen) years from the date of their allotment.


 


	3.	Transferability



 


The
Series B CCDs will be transferable in the manner specified in the articles of association of the Company for transfer of shares.


 


	4.	Interest



 


Interest
shall be accrued and paid on each Series B CCD at the rate of 21.14% per annum, subject to applicable laws, only from the financial
year in which the Company is able to generate cash flows to pay such interest.


 


	5.	Conversion
                                         of CCDs



 


 340 (Three Hundred and Forty) Series B CCDs shall be convertible into 1 (one) compulsorily convertible preference share, as and when decided by the Board of Directors of the Company.




 


	6.	Governing
                                         Law



 


The
terms of the Series B CCDs shall be governed and construed in accordance with the laws of India.


 






    	 	A-18	 



     


    

 


PART
C - TERMS OF THE NCDs


 


	1.	Issue
	 	 
	1.1	Each
                                         NCD shall be a non-convertibledebenture, issued upon the re-classification of a Series
                                         A CCD.
	 	 
	1.2	Each
                                         NCD will have a par value of Rs. 10/- (RupeesTen only) each.
	 	 
	2.	Term



 


The
NCDs will have a maximum term of 16 (sixteen) months from the date of their allotment, unless redeemed earlier in accordance with
Clause 5 below.


 


	3.	Transferability



 


The
NCDs shall not be transferable, except with the prior written consent of the Board.


 


	4.	Interest



 


The
NCDs shall not be entitled to any interest.


 


	5.	Redemption



 


 Unless redeemed earlier by the Board (upon a default by the holder of the NCDs in terms of the securities purchase agreement dated June 16, 2017), the NCDs shall stand redeemed on October 01, 2018.


 




	6.	Encumbrance



 


The
holder of the NCDs shall not be entitled to create any encumbrance on the NCDs.


 


	7.	Governing
                                         Law



 


The
terms of the NCDs shall be governed and construed in accordance with the laws of India.








 






    	 	A-19	 



     


    

 


SCHEDULE
3


DETAILS
OF BANK ACCOUNT OF THE PROMOTER


 


	BANK NAME: 	HELLENIC BANK
	BRANCH ADDRESS: 	NO. 1 EVAGOROU AVENUE, 1065, NICOSIA
	SWIFT: 	HEBACY2N
	ACCOUNT NO: 	190-01-809683-01
	ACCOUNT CURRENCY: 	EURO
	IBAN: 	CY57 0050 0190 0001 9001 8096 8301




 






    	 	A-20	 



     


    

 


ANNEXURE
B


List
of Documents to be handed over by Promoter


 


[Attached
separately]


 


 


 


 


 


 


 


B-1