EXECUTION
COPY


  


DATED
APRIL 26, 2018


 


SHARE
PURCHASE AGREEMENT


 


BY
AND AMONGST


 


CANCER
GENETICS, INC.


 


AND


 


BIOSERVE
BIOTECHNOLOGIES (INDIA) PRIVATE LIMITED


 


REPROCELL
U.S.A., INCORPORATED


 




    	 



    	 



    


 


SHARE
PURCHASE AGREEMENT


 


This
SHARE PURCHASE AGREEMENT (this “Agreement”) is executed on this 26th day of April 2018 (the “Effective
Date”),


 


BY
AND AMONGST:


 


		(1)	BIOSERVE
                                         BIOTECHNOLOGIES (INDIA) PRIVATE LIMITED, a private limited company incorporated under
                                         the Companies Act, 1956 having its registered office at 3-1-135/1A, CNR Complex, Mallapur
                                         Main Road, R.R. District, Hyderabad – 500076, India (hereinafter referred to as
                                         the “Company”, which expression shall, unless repugnant to the context
                                         or meaning thereof, be deemed to mean and include its Affiliates, successors and permitted
                                         assigns) of the FIRST PART; and



 


		(2)	CANCER
                                         GENETICS, INC., a company duly incorporated under the laws of the State of Delaware,
                                         USA and having its registered office at Meadows Office Complex, 201 Route 17 North, 2nd
                                         Floor, Rutherford, NJ 07070, USA (hereinafter referred to as “CGI”,
                                         which expression shall, unless repugnant to the context or meaning thereof, be deemed
                                         to mean and include its Affiliates, successors and permitted assigns) of the SECOND
                                         PART; and



 


 


		(3)	REPROCELL
                                         INCORPORATED, a company duly incorporated under the laws of Japan and having its
                                         principal office at MetLife Shin-yokohama Bldg. 9F, Shin-yokohama, Kokoku-ku, Yokohama,
                                         Kanagawa 222-0033, Japan (hereinafter referred to as “Purchaser”,
                                         which expression shall, unless repugnant to the context or meaning thereof, be deemed
                                         to mean and include its Affiliates, successors and permitted assigns) of the THIRD
                                         PART.



 


For
the purposes of this Agreement:


 


		a)	CGI,
                                         the Company and Purchaser shall hereinafter be collectively referred to as “Parties”
                                         and individually, as a “Party”.






 






    	 	 	Page 1 of 26



    	 



    




 


WHEREAS:


 


		A.	The
                                         Company is engaged inter alia in the business of providing DNA synthesis, DNA
                                         sequencing and related services in India, molecular services and research tools to accelerate
                                         breakthroughs in genetics, drug discovery, biomarker research and molecular diagnostics,
                                         and, food pathogen testing and testing for genetically modified organisms in finished
                                         products (the “Business”);



 


		B.	The
present shareholding pattern of Company is as set out in SCHEDULE 2A hereof;



 






    	 	 	Page 2 of 26



    	 



    

 


		C.	CGI
                                         owns the share capital of the Company as indicated on Schedule 2A; and



 


		D.	The
                                         Parties are desirous of entering into a share purchase arrangement for the sale and purchase
                                         of the Sale Shares (as hereinafter defined) and in consideration of the transfer
                                         of the Sale Shares from CGI to Purchaser, Purchaser has agreed to pay the Purchase Consideration
                                         (as defined hereinafter) to CGI, based on the representations, warranties, covenants,
                                         undertakings, indemnities and on such terms and subject to such conditions as mutually
                                         agreed upon by the Parties under this Agreement.



 


NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, AGREEMENTS, REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITIES SET
FORTH IN THIS AGREEMENT, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, AND INTENDING TO BE LEGALL BOUND, THE
PARTIES HEREBY AGREE AS FOLLOWS:


 


		1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1.	Definitions:



 


		1.1.1.	“Act”
                                         means the Indian Companies Act, 1956 and/or Indian Companies Act, 2013, as the case may
                                         be, as amended, modified, replaced or supplemented from time to time;



 


		1.1.2.	“Accounts”
                                         shall mean in relation to any Financial Year, the audited financial statements of
                                         the Company, comprising in each case, an audited balance sheet and the related audited
                                         statement of income for such Financial Year, together with the auditor’s report
                                         thereon and notes thereto;



 


		1.1.3.	“Accounts
                                         Date” means February 28, 2018;



 


		1.1.4.	“Acquisition
                                         Date” means August 15, 2014, the date that CGI indirectly acquired the Company.



 


		1.1.5.	“Act
                                         of Insolvency” means the occurrence of any one or more of the following with
                                         respect to the Company and/or CGI:



 


		(a)	if
                                         the Company and/or CGI, or any part of their assets or undertaking, are involved in or
                                         subject to any Insolvency Proceedings, have stopped or suspended payment of their debts,
                                         become unable to pay their debts or otherwise become insolvent in any relevant jurisdiction
                                         or there are circumstances which require or would enable any Insolvency Proceedings to
                                         be commenced in respect of their or any part of their assets or undertaking;






 






    	 	 	Page 3 of 26



    	 



    




 


		(b)	the
                                         Company and/or CGI, is unable to, or admits their inability to pay their debts as they
                                         fall due, or, by reason of actual or anticipated financial difficulties, commence negotiations
                                         with one or more of their creditors with a view to rescheduling any of their indebtedness,
                                         other than any rescheduling which is in the ordinary course of Business;



 


		(c)	a
                                         declaration of insolvency, liquidation or bankruptcy by or of the Company and/or CGI;
                                         or



 


		(d)	any
                                         Action, being taken in relation to:



		(i)	the
                                         suspension of payments, a moratorium of any indebtedness, bankruptcy, insolvency, winding-up,
                                         liquidation, dissolution, administration, provisional supervision or reorganization (by
                                         way of voluntary arrangement, scheme of arrangement or otherwise) of the Company and/or
                                         CGI;



		(ii)	(without
                                         prejudice to paragraph (i) above) the declaration of such Company as a “sick industrial
                                         company” within the meaning of the Sick Industrial Companies (Special Provisions)
                                         Act, 1985 of India or any equivalent law pursuant to which a debtor may obtain protection
                                         from its creditors;



		(iii)	a
                                         composition, compromise, assignment or arrangement with any creditor of such Company
                                         and/or CGI;



		(iv)	the
                                         appointment of a liquidator, receiver, administrator, compulsory manager, provisional
                                         liquidator or receiver, or supervisor, or other similar officer in respect of the Company
                                         and/or any of its assets; or



		(v)	enforcement
                                         of any security over any material assets of the Company which are equivalent to at least
                                         15% (fifteen percent) of the aggregate Assets of the Company at the relevant time of
                                         such enforcement of security;



 


which,
has not been stayed within 90 (ninety) Business Days and thereafter such stay being vacated within 180 (one hundred and eighty)
Business Days of its initiation. For avoidance of doubt, it is clarified that a stay within the aforesaid 90 (ninety) Business
Days would act only as a temporary suspension of Action being deemed as an Act of Insolvency, which however shall become effective
forthwith only if such stay (i.e. a stay obtained within 90 (ninety) Business Days) is vacated to the prejudice of the Company
and/or CGI or any Action contemplated in paragraph (d) of this definition is not vacated within the aforesaid 180 (one hundred
and eighty) Business Days;


 




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		1.1.6.	“Action”
                                         means any claim, demand, litigation, petition, action, suit, investigation, inquiry,
                                         process, proceeding, mediation, arbitration, conciliation, enforcement proceeding, hearing,
                                         complaint, assessment, fine, penalty, judgment, order, injunction, decree or award (administrative
                                         or judicial);



 


		1.1.7.	“Adjustment
                                         Period Revenue” shall mean the revenue of the Company for the period from May
                                         1, 2017 to August 31, 2017, which the parties agree is INR 2,27,72,913 equivalent to
                                         approximately US$351,000.



 


		1.1.8.	“Affiliate”
                                         with respect to any Party means any Person which, directly or indirectly, (a) Controls
                                         such Party, (b) is Controlled by such Party, or (c) is Controlled by the same Person
                                         who, directly or indirectly, Controls such Party;



 


		1.1.9.	“Agreement”
                                         means this Share Purchase Agreement together with the schedules, annexures and exhibits
                                         thereto as from time to time made, amended, supplemented or modified from time to time
                                         in accordance with the terms hereof;



 


		1.1.10.	“Applicable
                                         Law” means any Indian law, statute, regulation, ordinance, rule, order, decree,
                                         judgment, consent decree, settlement agreement, permit, license, authorization, approval
                                         or governmental requirement enacted, promulgated, entered into, agreed with or imposed
                                         by any governmental authority.



 


		1.1.11.	“Articles
                                         of Association” or “Articles” means the articles of association
                                         of the Company and as subsequently amended from time to time;



 


		1.1.12.	“Asset(s)”
                                         means any and all assets, properties, rights and interests of every kind, nature, specie
                                         or description whatsoever, whether movable or immovable, tangible or intangible, owned,
                                         leased and/ or used by the Company;



 


		1.1.13.	“Board”
                                         means the board of directors of the Company as nominated and elected from time to time;



 


		1.1.14.	“Book
                                         Value” shall mean the value at which an asset appears in the last audited balance
                                         sheet of the Company or, at the time any analogous procedure or step is taken;



 


		1.1.15.	“Business”
                                         shall have the meaning as ascribed to it in Recital A above;



 


		1.1.16.	“Business
                                         Day” means a day on which commercial banks are open for business in both Hyderabad,
                                         India and New York, United States of America;



 


		1.1.17.	“Control”
                                         means the power to direct the management and policies of such Person directly or indirectly,
                                         whether through the ownership of more than 50% (fifty percent) of the voting power of
                                         such Person, or, through the power to appoint more than half of the members of the board
                                         of directors or similar governing body of such Person, through contractual arrangements,
                                         or otherwise; and the terms “Controlling” and “Controlled” shall
                                         be construed accordingly;






 






    	 	 	Page 5 of 26



    	 



    

 


		1.1.18.	“Confidential
                                         Information” has the meaning given to it in Clause 12 of this Agreement;



 


		1.1.19.	“Dispute”
                                         has the meaning given to it in Clause 10.1;



 


		1.1.20.	“Effective
                                         Date” shall mean the date of execution of this Agreement;



 


		1.1.21.	“Encumbrances”
                                         shall mean pledges, security interests, mortgages, easements, claims, charges, options,
                                         liens, transfer restrictions, rights of first refusal, voting and receipt of income agreements,
                                         conditional sale or other title retention or non-disposal agreements, other easements,
                                         encroachments and title defects of every type and nature, or any other contracts to give
                                         or to refrain from giving any of the foregoing whether voluntarily incurred or arising
                                         by operation of law or government regulation, including any agreement to give any of
                                         the foregoing in the future;



 


		1.1.22.	“Escrow
                                         Amount” shall means the US $300,000 withheld from the Purchase Consideration
                                         to fund the purchase price adjustment in Section 3.2.



 


		1.1.23.	“Financial
                                         Year” means in relation to the Company, a period in respect of which the Company,
                                         prepares audited accounts;



 


		1.1.24.	“Fixed
                                         Assets” means the assets classified as fixed assets under the balance sheet
                                         of the Company, in accordance with the Indian GAAP, as on the Execution Date;



 


		1.1.25.	“Fundamental
                                         Warranties” shall have the meaning ascribed to it as per Clause 7.8;



 


		1.1.26.	“Indemnified
                                         Parties” shall have the meaning given to it in Clause 7.1 of this Agreement;



 


		1.1.27.	“Indian
                                         GAAP” means the Indian generally accepted accounting principles promulgated
                                         by the Institute of Chartered Accountants of India, together with its pronouncements
                                         thereon from time to time, and applied on a consistent basis, in respect of any company,
                                         as applicable in India (for purposes of this Agreement, any reference to Indian GAAP
                                         shall include a reference to Ind AS which replaced Indian GAAP);



 


		1.1.28.	“INR”
                                         shall mean the lawful currency of the Republic of India;



 






    	 	 	Page 6 of 26



    	 



    

 


		1.1.29.	“Insolvency
                                         Proceedings” means any form of or procedure related to, insolvency, bankruptcy,
                                         liquidation, receivership or administratorship, including any form of winding-up, arrangement
                                         or scheme with creditors, moratorium, interim or provisional supervision by any relevant
                                         authority;



 


		1.1.30.	“Intellectual
                                         Property Rights” means (i) copyright, patents, know-how, confidential information,
                                         database rights, and rights in trademarks, domain names and designs (whether registered
                                         or unregistered), (ii) applications for registration, and the right to apply for registration,
                                         for any of the same, and (iii) all other intellectual property rights and equivalent
                                         or similar forms of protection existing anywhere in the world;



 


 


		1.1.31.	“License”
                                         means any authorization, license (including but not limited to statutory license), registration,
                                         permit, approval, consent, no-objection or permission;



 


 


		1.1.32.	“Losses”
                                         shall mean any loss, damage, deficiency, demand, liability, claims, action, judgment,
                                         or causes of action, assessment, interest, fine, penalty, diminution in value and/or
                                         other cost or expense (including, without limitation, amounts paid in settlement, court
                                         costs and all reasonable attorneys’ fees and expenses);



 


		1.1.33.	“Material
                                         Adverse Effect” means any change, event or development or effect that would
                                         be (or could reasonably be expected to be) materially adverse to: (i) the business, operations,
                                         assets, condition (financial or otherwise), operating results, operations, valuation
                                         or prospects of the Company, and/or (ii) the validity, legality or enforceability of
                                         this Agreement or of the rights or remedies of Purchaser under this Agreement; provided,
                                         however, that the foregoing shall not include any event, circumstance, change, occurrence,
                                         fact or effect resulting from or relating to: (i) changes in the general economic conditions
                                         or political climate in India or any region in which the Company operates; (ii) changes
                                         in the Indian, or global, financial or commodity markets; (iii) changes generally applicable
                                         to the Company’s industry, including changes in the accounting principles and practices
                                         and the laws applicable to the Business; and (iv) natural disasters, labour unrest, strikes,
                                         acts of war, terrorism, sabotage and other “acts of God,” unless with respect
                                         to clause (iii) and (iv) such changes disproportionately impact the Company.



 


		1.1.34.	“Material
                                         Contract” means any contract (i) to which the Company is or becomes a party,
                                         and which, (ii) in case of the Company, whether by reason of its nature, term, scope,
                                         price or otherwise, is of importance to the business profits or Assets of the Company
                                         in excess of INR 50,00,000/- (Indian Rupees Fifty Lakh only);



 






    	 	 	Page 7 of 26



    	 



    

 


		1.1.35.	“Memorandum”
                                         or “Memorandum of Association” means the memorandum of association
                                         of the Company and as subsequently amended from time to time;



 


		1.1.36.	“Person”
                                         means any person, individual, partnership, firm, corporation, joint venture, association,
                                         trust, unincorporated organization or other entity or organization, as well as any syndicate
                                         or group, or an agency or instrumentality thereof and/or any other legal entity;



 


		1.1.37.	“Property
                                         Contract” means any contract executed or to be executed by the Company (as
                                         may be contextually applicable) with the relevant owner of the property evidencing the
                                         right of the Company to use such real property;



 


		1.1.38.	“Purchase
                                         Consideration” shall mean US$ 1,900,000, subject to adjustment;



 


		1.1.39.	“RBI”
                                         means the Reserve Bank of India;



 


		1.1.40.	“Real
                                         Property” includes land (whether or not owned separately from the surface),
                                         buildings or parts of buildings (whether the division is horizontal, vertical or made
                                         in any other way), premises, structures, erections and fixtures situated or forming a
                                         part of any of the foregoing and a right, privilege or benefit in, over or derived from
                                         land and any other immovable properties of any nature whatsoever;



 


		1.1.41.	“Registrar
                                         of Companies” means for the Company, the registrar of companies situated at
                                         Hyderabad, Andhra Pradesh, as maybe contextually applicable;



 


		1.1.42.	“Related
                                         Parties” means the Company and CGI, each of the Company and CGI’s connected
                                         Persons and each “related party” (as understood under Indian Companies Act,
                                         2013 and Indian GAAP) of the Company and CGI and each of the Company’s and CGI’s
                                         connected Persons (or such one or more of them as the context may require), and Related
                                         Party means any of them;



 


		1.1.43.	“Sale
                                         Shares” shall collectively mean the Shares to be sold by CGI to Purchaser pursuant
                                         to the provisions of this Agreement as described on Schedule 2A.;



 


		1.1.44.	“Shares”
                                         shall mean the fully paid-up equity shares of the Company of face value INR 10/- (Indian
                                         Rupees Ten Only) each;



 


		1.1.45.	“Target
                                         2018 Revenue” shall mean the revenue of the Company for the period commencing
                                         on May 1, 2018 and ending on August 31, 2018..



 






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		1.1.46.	“Tax”
                                         or collectively ‘Taxes’ shall mean (i) any and all taxes imposed by
                                         any governmental body, assessments and other governmental charges, duties, impositions
                                         and liabilities, including sales tax, excise duties, value added tax, other taxes based
                                         upon or measured by gross receipts, income, profits, use and occupation, ad valorem,
                                         transfer, franchise, withholding, payroll, employment and property taxes, together with
                                         all interest, penalties and additions imposed with respect to such amounts; (ii) any
                                         liability for the payment of any amounts of the type described in clause (i) as a result
                                         of being or ceasing to be a member of an affiliated, consolidated, combined or unitary
                                         group for any period; and (iii) any liability for the payment of any amounts of the type
                                         described in clause (i) or (ii) as a result of any express or implied obligation to indemnify
                                         any other Person or as a result of any obligations under any agreements or arrangements
                                         with any other Person with respect to such amounts and including any liability for taxes
                                         of a predecessor entity or a transferor;



 


		1.1.47.	“Transaction
                                         Documents” shall mean this Agreement and the other ancillary agreements entered
                                         into between, CGI and the Company, and/or the Purchaser pursuant to this Agreement;



 


 


		1.1.48.	“Warranties”
mean the representations and warranties on the part of the CGI, as contained in SCHEDULE 3A;



 






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		1.2.	Interpretation:



 


		1.2.1.	Any
                                         references to a person means any natural person, Hindu undivided family, limited
                                         or unlimited liability company, body corporate, corporation, partnership (whether limited
                                         or unlimited), proprietorship, trust, union, association, government or any agency or
                                         political subdivision thereof or any other entity that may be treated as a person under
                                         Applicable Law;



 


		1.2.2.	Any
                                         references to Applicable Law means any statute, law, enactment, regulation, ordinance,
                                         policy, treaty, rule, judgment, notification, rule of common law, order, decree, bye-law,
                                         license, directive, guideline, requirement or other governmental or regulatory restriction
                                         or condition, or any similar form of decision of, or determination by, or interpretation
                                         of, having the force of law of any relevant authority having jurisdiction over the matter
                                         in question, whether in effect as of the date of this Agreement or thereafter, in any
                                         jurisdiction and includes any practice or custom under any Applicable Law;



 


		1.2.3.	Any
                                         references to relevant authority means any government, or any governmental, non-governmental,
                                         legislative, executive, administrative, fiscal, judicial or regulatory, authority, body,
                                         board, ministry, department, commission, tribunal, agency, instrumentality or other person
                                         exercising legislative, executive, administrative, fiscal, judicial or regulatory functions
                                         (including any court, tribunal, mediator or arbitrator of competent jurisdiction), having
                                         jurisdiction over the matter in question, whether as of the date of this Agreement or
                                         thereafter, in any jurisdiction or political sub-division and includes any relevant taxation
                                         authority;



 


		1.2.4.	Any
                                         references to relevant taxation authority means any relevant authority having
                                         jurisdiction over or responsibility with respect to, the administration, assessment,
                                         determination, collection or imposition of any Tax;



 


		1.2.5.	Any
                                         references to an individual includes his heirs, executors, administrators, estate and
                                         personal representatives;



 


		1.2.6.	Any
                                         references to a Party to this Agreement includes references to the Affiliates, successors
                                         and permitted assigns of that Party as may be contextually applicable;



 


		1.2.7.	The
                                         words including and include shall mean including without limitation and
                                         include without limitation, respectively;



 


		1.2.8.	Any
                                         reference importing a gender includes the other gender;



 






    	 	 	Page 10 of 26



    	 



    

 


		1.2.9.	Any
                                         reference to INR is to Indian rupees and any reference to US$ or USD is to United States
                                         dollars;



 


		1.2.10.	Any
                                         reference to writing includes typing, printing and any form of electronic communication;



 


		1.2.11.	Any
                                         reference to a document is to that document as amended, varied or novated from time to
                                         time otherwise than in breach of this Agreement or that document;



 


		1.2.12.	Any
                                         references to a company’s issued share capital shall include equity shares as well
                                         as preference shares issued by that company;



 


		1.2.13.	Words
                                         importing the singular include the plural and vice versa;



 


		1.2.14.	Any
                                         reference to the shareholding of a company on an As Converted Basis refers to
                                         the shareholding pattern of that company at the relevant point in time and shall be calculated
                                         after taking into account all the issued and outstanding shares of that company, including
                                         preference shares, and all outstanding options, warrants, convertible debentures, employee
                                         stock options, if any, from time to time and all other convertible securities of that
                                         company as if all such options, warrants, convertible debentures and all other convertible
                                         securities were converted to equity shares at that point in time and such calculation
                                         shall take into consideration all share splits, bonus issuances, etc. if any.



 


		1.2.15.	In
                                         this Agreement, any reference, express or implied, to an enactment includes:



 


		(a)	that
                                         enactment as re-enacted, amended, extended or applied by or under any other enactment
                                         (before, on or after the signature of this Agreement);



		(b)	any
                                         enactment which that enactment re-enacts (with or without modification); and



		(c)	any
                                         subordinate legislation made (before, on or after the signature of this Agreement) under
                                         any enactment, as re-enacted, amended, extended or applied as described in Clause
                                         1.2.15(a) above, or under any enactment referred to in Clause 1.2.15(b) above.



 


		1.2.16.	In
                                         this Agreement, unless the contrary intention appears, a reference to a Clause or Schedule
                                         is a reference to a clause of or schedule to this Agreement.



 


		1.2.17.	The
                                         headings in this Agreement do not affect its interpretation



 






    	 	 	Page 11 of 26



    	 



    

 


		2.	SHAREHOLDING
                                         IN THE COMPANY



 


		2.1.	As
                                         on the Effective Date, the shareholding of the Company is as described in

                                         SCHEDULE 2A.



 


		3.	SALE
                                         AND PURCHASE



 


		3.1.	Sale
                                         and Purchase of the Sale Shares. Subject to the terms and conditions contained herein
                                         and based upon and relying on the Warranties offered by CGI on the Effective Date, CGI
                                         shall sell and transfer to the Purchaser, the Sale Shares, free and clear of all Encumbrances
                                         and Purchaser hereby agrees to acquire from CGI, all of CGI’s rights, title and
                                         interest in and to the Sale Shares, free and clear from any and all Encumbrances, for
                                         the Purchase Consideration.



 


		3.2.	Purchase
                                         Consideration Adjustment. The Purchase Consideration shall be subject to a downward
                                         adjustment if the Target 2018 Revenue is less than the Adjustment Period Revenue, with
                                         a maximum adjustment of US$ 300,000.00 (the “Adjustment”). The Adjustment
                                         will be calculated as follows: (i) 0.75 times (x) the Adjustment Period Revenue minus
                                         (y) the Target 2018 Revenues, with the Adjustment capped at $300,000. For purposes of
                                         calculating the amount of the Adjustment, the comparison of the Target 2018 Revenue and
                                         the Adjustment Period Revenue shall be made in Indian Rupees and then shall be converted
                                         into US$ at the conversion rate disclosed by The Wall Street Journal for the Adjustment
                                         Date. Within thirty 30 days after the 2018 Target Revenue measurement period, the Purchaser
                                         shall send to CGI its calculation of the Target 2018 Revenue, which calculation shall
                                         be made in accordance with Indian GAAP and consistent with the methodology used in calculating
                                         the Adjustment Period Revenue. Within 10 days of receipt of the calculations from the
                                         Purchaser, CGI will inform the Purchaser whether it agrees with such calculation. If
                                         CGI disagrees with Purchaser’s calculation, the Parties shall attempt to resolve
                                         such difference; provided that if the Parties are unable to reach agreement within 15
                                         days of CGI’s notice to the Purchaser of its disagreement, the Parties shall ask
                                         RSM, CGI’s auditors, to calculate the Adjustment, which determination shall be
                                         binding on the Parties. The Parties will share the cost of the auditor in determining
                                         the Adjustment. The date on which such Adjustment is finalized is referred to as the
                                         “Adjustment Date.”



 


		3.3.	Payment
                                         of Purchase Consideration.



 


		3.3.1.	In
                                         consideration for the sale and transfer of the Sale Shares, the Purchase Consideration
                                         shall be paid to CGI as follows:



 


		(a)	On
                                         the Effective Date, (a) the Purchaser shall pay US$ 1,600,000 in cash by wire transfer
                                         of immediately available funds to an account designated by CGI and (b) the Purchaser
                                         shall pay US$ 300,000 in cash by wire transfer of immediately available funds to an escrow
                                         account at Munshi Law Group, LLC, Wilmington, DE to be held pursuant to an escrow agreement
                                         being executed by the parties simultaneously herewith;



 


		(b)	Within
                                         3 days of the Adjustment Date, the parties will jointly instruct the escrow agent to
                                         release US$ 300,000 less the Adjustment to CGI and to release the Adjustment to the Purchaser,
                                         in each case in cash by wire transfer of immediately available funds to an account designated
                                         by CGI and the Purchaser as the case may be.



 






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		4.	TRANSFER
                                         COMPLETION



 


		4.1.	Venue
                                         and Time of Transfer Completion:



 


		4.1.1.	The
                                         completion of the purchase and transfer is taking place at a place mutually agreed upon
                                         by the Parties simultaneous with signing on the Effective Date.



 


		4.1.2.	As
                                         on the Effective Date, the following transactions shall take place and no such transactions
                                         shall be consummated unless all transactions are consummated:



 


		(a)	The
                                         Company and CGI shall deliver the following documents to the Purchaser and/or their authorized
                                         representatives, as they may direct:



		(i)	A
                                         certificate signed by CGI to the effect that since the Accounts Date, no existing or
                                         imminent Material Adverse Effect has taken place or is reasonably expected to take place
                                         in relation to or in connection with the business of the Company;



		(ii)	CGI
                                         shall deliver to the Purchaser, the original share certificates in respect of the Sale
                                         Shares and signed share transfer forms for the transfer of the Sale Shares.



 


		4.1.3.	The
                                         Company shall, upon delivery of the aforesaid documents to the Purchaser and subject
                                         to Clause 4.1.2, immediately convene a meeting of the Board, with directors newly
                                         appointed by the Purchaser, wherein the Board shall pass the necessary resolutions:



 


		(a)	approving
                                         and recording the transfer of the Sale Shares from CGI to the Purchaser; and



 


		(b)	authorizing
                                         necessary entries in its statutory registers (including the register of members and register
                                         of share transfers) to record the sale and purchase of Sale Shares from CGI to the Purchaser
                                         in the manner contemplated under this Agreement.



 


		4.1.4.	The
                                         Company shall immediately after approving the board resolutions as specified in Clause
                                         4.1.3 above, (i) update its register of members and register of share transfers,
                                         in each case, to record the sale and purchase of Sale Shares from the CGI to the Purchaser
                                         in the manner contemplated under this Agreement; and (ii) endorse the name of the Purchaser
                                         on the relevant share certificates of the Sale Shares being transferred by CGI.



 






    	 	 	Page 13 of 26



    	 



    

 


		4.2.	All
                                         proceedings to be taken and all documents to be executed and delivered by the Parties
                                         at the Effective Date shall be deemed to have been taken and executed simultaneously
                                         to the extent possible and no proceedings shall be deemed to have been taken nor documents
                                         executed or delivered until all have been taken, executed and delivered.



 


		5.	CONDITIONS
                                         SUBSEQUENT



 


		5.1.	At
                                         any time on or after, but no later than 30 (thirty) days from the Effective Date, the
                                         relevant forms for the Purchaser, if any, shall be filed with the concerned regulatory
                                         authorities including inter alia the Registrar of Companies and the RBI in accordance
                                         with the provisions of the Applicable Laws. Purchaser shall be solely responsible for
                                         all governmental filings required to give effect to the transfer of the Shares.



 


		5.2.	



Transfer
of the ESOP Trust. Subject to the Applicable Laws and in compliance thereof, the Company, and/or CGI shall execute all documents
necessary to transfer the absolute legal control of the ‘Cancer Genetics India (ESOP) Trust’ created under ESOP Trust
Deed dated October 12, 2005 to the Purchaser; provided, however, that it is understood that the Purchaser shall be responsible
to prepare, procure and/or perform all necessary actions, registrations, approvals, resolutions and documents necessary to give
full effect to, and ensure the effective transfer of the control of the said trust to Purchaser, and shall also execute such documents
as required. The Purchaser and CGI shall share the costs for such effort as part of and to the extent hereinafter described at
the end of Section 7.8.


 






    	 	 	Page 14 of 26



    	 



    




 


		6.	WARRANTIES



 


		6.1.	CGI
                                         represents and warrants to the Purchaser that except as provided in the Disclosure Letter,
                                         all of the Warranties contained in

                                         SCHEDULE 3A are complete, true and accurate and not misleading as of the Effective
                                         Date of this Agreement.



 


		6.2.	The
                                         Purchaser represents and warrants to CGI and the Company that all of the Purchaser Warranties
                                         contained in

                                         SCHEDULE 3B are complete, true and accurate in all material respects and not misleading
                                         as of the date of execution of this Agreement and shall continue to be complete, true
                                         and accurate and not misleading as on the Effective Date.



 


		6.3.	Each
                                         of the Warranties is separate and independent and, except as expressly provided in this
                                         Agreement, is not limited by: (a) reference to any other Warranty, and (b) any other
                                         provision of this Agreement (except the Disclosure Schedule), and no, imputed or constructive
                                         knowledge shall be attributed to the Purchaser whether before or after the Effective
                                         Date, with respect to the accuracy or inaccuracy of any Warranty.



 



    	 	 	Page 15 of 26



    	 



    




 


		7.	INDEMNITY



 


		7.1.	CGI
                                         shall indemnify, defend and hold harmless the Purchaser, its Affiliates, and their respective
                                         employees, officers, directors, agents and managers, or if so desired by the Purchaser,
                                         CGI shall indemnify the Company (individually, an “Indemnified Party” and,
                                         collectively, the “Indemnified Parties”), from and against any and
                                         all Losses, incurred or suffered by an Indemnified Party, directly or indirectly based
                                         upon, as a result or arising out of, or in relation to or otherwise in respect of, any
                                         breach of the Warranties herein. The Parties acknowledge that any Losses whatsoever,
                                         incurred or suffered by the Company shall be deemed to be any such Losses (as the case
                                         may be) incurred or suffered by the Purchaser for the purpose of this Clause 7.
                                         



		7.2.	The
                                         Purchaser shall indemnify, defend and hold harmless CGI, its Affiliates, and their respective
                                         employees, officers, directors, agents and managers, (individually, a “CGI Indemnified
                                         Party” and, collectively, the “CGI Indemnified Parties”), from
                                         and against any and all Losses, incurred or suffered by a CGI Indemnified Party, directly
                                         or indirectly based upon, as a result or arising out of, or in relation to or otherwise
                                         in respect of, any breach of the Warranties made by the Purchaser herein or by reason
                                         of the ownership of the Company or the operation of its business after the Effective
                                         Date.



		7.3.	



 


		7.4.	The
                                         right to indemnification under this Clause 7, shall not be affected or treated
                                         as qualified by any investigation or due diligence conducted by or on behalf of the Purchaser
                                         into the affairs of the Company or any actual, imputed or constructive knowledge acquired
                                         or capable of being acquired (whether pursuant to the due diligence or otherwise) at
                                         any time by or on behalf of the Purchaser, whether before or after the Effective Date,
                                         with respect to the accuracy or inaccuracy of any Warranty, or compliance or non-compliance
                                         with any obligation, undertaking, representation, covenant or agreement of any of the
                                         Warrantors under this Agreement, and no such investigation, due diligence or knowledge
                                         shall prejudice any claim for breaches of Warranty.



		7.5.	CGI
                                         shall be solely liable for the indemnification obligations under this Clause 7
                                         and shall not (and hereby waive any right to) seek contribution, indemnification or any
                                         other remedy from or against the Company in respect of any amounts that may be paid or
                                         may be payable by the CGI to the Purchaser under the terms of this Agreement.



 






    	 	 	Page 16 of 26



    	 



    

 


		7.6.	The
                                         indemnification rights of the Indemnified Parties under this Agreement are independent
                                         of, and in addition to, such other rights and remedies they may have at Applicable Law
                                         or in equity or otherwise, including the right to seek specific performance, rescission,
                                         restitution or other injunctive relief, none of which rights or remedies shall be affected
                                         or diminished thereby.



 


		7.7.	Notwithstanding
                                         any provision to the contrary, the Purchaser shall not assume, in any manner, any responsibility
                                         or liability, whatsoever, in respect of the Business and its operations or activities,
                                         relating to the period prior to the Effective Date and any liability which may arise
                                         after the Effective Date but relates to any act prior to the Effective Date, including
                                         failure to comply with Applicable Laws and/or to make requisite filings with authorities
                                         and/ or failure to obtain requisite approvals, in respect of the Company before the Effective
                                         Date except as expressly provided herein or in the Disclosure Schedule.



 


		7.8.	Limitation
                                         of Liability. Notwithstanding anything to the contrary contained in this Agreement,
                                         the Parties acknowledge and agree that the maximum aggregate liability of CGI to any
                                         Indemnified Party, in respect of any or all claims for indemnification shall not exceed
                                         an amount of USD $325,000.00 (United States Dollars Three Hundred and Twenty-Fifty Thousand
                                         Only). Further, liability for any Losses pursuant to the Fundamental Warranties shall
                                         not exceed the Purchase Consideration, as adjusted; provided however, the liability of
                                         the CGI to Purchaser in respect of any or all claims for any of Purchaser’s actual
                                         Losses arising out of, or as a result of, (i) any fraud or wilful misconduct , shall
                                         remain uncapped at all times and (ii) or breach or violation of any Fundamental Warranties
                                         pertaining to the beneficial ownership of the Sale Shares shall be capped at the Purchase
                                         Consideration plus $1,000,000. For the purposes of this Clause 7, the term Fundamental
                                         Warranties shall mean and include the Warranties stated in SCHEDULE 3A of this
                                         Agreement under the heads of – (Particulars of the Company, paragraph 1);
                                         (Constitutional and Corporate Documents, paragraphs 5and 9); (Indebtedness,
                                         loans and bank accounts, paragraphs 10 and 11);. No claim for indemnification
                                         shall be made more than twelve (12) months from the Effective Date. No claim for indemnification
                                         shall be made against CGI until the aggregate amount of all such claims exceeds $50,000.



 


Notwithstanding
the foregoing, liability resulting from the breach of the Warranty in Schedule 3A with respect to Cancer Genetics (India) Private
Limited (Cancer Generics (India) Private Limited, paragraph 26) will be handled separate and apart from the foregoing. If there
is a breach of the Warranty in paragraph 26, CGI shall be responsible for the first $20,000 of liabilities, and the Purchaser
shall be responsible for any liabilities of Cancer Genetics (India) Private Limited in excess of such sum. It is understood that
any compounding fee prescribed by the RBI, described in the Disclosure Schedule and estimated to be approximately between Rs.
3,00,000 to Rs.5,00,000 ($ 4,600 to $ 7,700) is included within the first $20,000 of liabilities for which CGI shall be responsible.


 






    	 	 	Page 17 of 26



    	 



    

 


It
also is acknowledged and agreed by the parties that notwithstanding anything set forth above or in the Warranties, CGI has not
taken all steps necessary to transfer title to the Sale Shares to itself, and that the Purchaser will need to take steps after
the Effective Date to have the Sale Shares, the ESOP shares and the other shares in the Company properly transferred first to
CGI and the other current owners, as described in the Disclosure Schedule and then to effect the transfer of such shares as contemplated
by this Agreement, including payment of stamp taxes, regulatory fees and fines and other steps. The Purchaser will be solely responsible
for taking all such steps and actions to have the shares ultimately transferred, registered and recorded in its name, but the
parties agree to shares the costs in Purchaser doing so equally; provided, however, that CGI’s maximum liability under this
paragraph and all other sections referencing this paragraph (including but not limited to sections with respect to the transfer
of the ESOP shares and stamp tax obligations) shall be $50,000. It is acknowledged that any past failures to make requisite filings
or submissions, and the need for such filings and actions to be made hereafter, is not a breach of Warranty by CGI for purposes
of this Agreement, and CGI shall have no obligation to indemnify Purchaser with respect to any such matters, except for the cost
sharing provisions of this paragraph. The provisions above with respect to a breach of a Fundamental Warranty with respect to
ownership are not to apply with respect to the foregoing matters but only to apply if there is a lien or encumbrance on the Sale
Shares (other than a lien or encumbrance related to Purchaser or its affiliates)that Purchaser hereafter needs to satisfy to have
sole ownership of the Sale Shares, or if CGI has transferred the Sale Shares to a third party such that it is hereafter discovered
that such party, and not CGI, is the beneficial owner of the Sale Shares as of the date hereof.


 


		8.	CO-OPERATION



 


		8.1.	The
                                         Parties shall use their reasonable efforts to ensure that the transactions contemplated
                                         by this Agreement are consummated as per the terms hereof, including without limitation,
                                         obtaining all approvals from the applicable government and/or regulatory authorities
                                         and other Persons as may be necessary or reasonably requested by the Purchaser in order
                                         to consummate the transactions contemplated by this Agreement; provided however that
                                         all such actions and approvals shall be effected by Purchaser and at Purchaser’s
                                         cost except for CGI’s responsibility under the cost sharing arrangement described
                                         at the end of Section 7.8.



 






    	 	 	Page 18 of 26



    	 



    

 


		9.	NON
                                         COMPETE



 


		9.1.	For
                                         a period of 2 (two) years from the Effective Date, CGI agrees that it will not license
                                         any third party to utilize its patented technologies for diagnostic tests on patients
                                         in India without offering the Purchaser the opportunity to obtain a license for the same
                                         technologies on the same terms as the other third party licensee during such period.



 


		9.2.	CGI
                                         undertakes that it will not solicit, canvas or entice away any employee who is employed
                                         in managerial, professional, supervisory, technical or administrative capacity from the
                                         Company, except the foregoing shall not prohibit generalized employment offers not targeted
                                         to specific individuals



 


		9.3.	CGI
                                         agrees and acknowledges that the covenants and obligations under this Clause 9
                                         relate to special, unique and extraordinary matters, and that a violation of any of the
                                         terms of such covenants and obligations will cause the Purchaser and the Company irreparable
                                         injury and as such, the restrictions set forth herein are reasonable in nature. Therefore,
                                         the Purchaser shall be entitled to an interim injunction, restraining order or such other
                                         equitable relief as a court of competent jurisdiction may deem necessary or appropriate
                                         to restrain CGI from committing any violation of the covenants and obligations contained
                                         herein.



 


		9.4.	For
                                         the avoidance of doubt, the Parties acknowledge and agree that the obligations of CGI
                                         under this Clause 9 are independent, several and separate from one another. CGI
                                         further agrees and acknowledges that there is no further consideration required to be
                                         paid under this Clause 9 and that the consideration to be paid by the Purchaser
                                         under this Agreement is good and adequate consideration for this purpose.



 


		10.	GOVERNING
                                         LAW AND ARBITRATION



 


		10.1.	This
                                         Agreement and its performance shall be governed by and construed in all respects in accordance
                                         with the laws of the State of New York. In the event of a dispute or difference (“Dispute”)
                                         relating to any of the matters set out in this Agreement, the Parties shall discuss in
                                         good faith to resolve the Dispute. In case the Dispute is not settled within 30 (thirty)
                                         calendar days, it shall be referred to arbitration in accordance with the Clause 10.2
                                         below.



 


		10.2.	All
                                         Disputes that have not been satisfactorily resolved under Clause 10.1 above shall
                                         be referred to arbitration before a sole arbitrator to be jointly appointed by the Parties.
                                         In the event the Parties are unable to agree on a sole arbitrator within 10 (ten) calendar
                                         days following the 30 (thirty) calendar day period specified in Clause 10.1 above
                                         (“Initial Period”), the matter will be referred to a panel of arbitrators
                                         (“Panel”) to be appointed within 10 (ten) calendar days from the expiry
                                         of the Initial Period. Both Parties to the Dispute (that is the party instituting the
                                         arbitration proceeding and the respondent party(s)) shall appoint 1 (one) arbitrator
                                         each to the Panel and the 2 (two) arbitrators so appointed by the parties shall together
                                         appoint 1 (one) more arbitrator to the Panel. The arbitration proceedings shall be carried
                                         out in accordance with the then prevailing rules prescribed/specified by JAMS/Endispute
                                         and the seat of arbitration shall be New York. The arbitration proceedings shall be conducted
                                         in the English language. Subject to Clause 10.3 below, the Parties shall equally
                                         share the costs of the arbitrator’s fees, but shall bear the costs of their own
                                         legal counsel engaged for the purposes of the arbitration.



 






    	 	 	Page 19 of 26



    	 



    

 


		10.3.	The
                                         Panel shall make an award in writing within 60 (sixty) days of the appointment of the
                                         sole arbitrator/constitution of the Panel. The award of the arbitrator(s) shall be final
                                         and conclusive and binding upon the Parties and non-appealable to the extent permitted
                                         by Applicable Law. The Parties agree that such enforcement shall be subject to the provisions
                                         of the Applicable Law, and no Party shall seek to resist the enforcement of any award
                                         in India or elsewhere on the basis that the award is not subject to such provisions.
                                         The award rendered shall apportion the costs of the arbitration.



 


		10.4.	The
                                         Parties further agree that the arbitrators shall also have the power to decide on the
                                         costs and reasonable expenses (including reasonable fees of its counsel) incurred in
                                         the arbitration and award interest up to the date of the payment of the award.



 


		11.	NOTICES



 


		11.1.	Any
                                         notice or other communication that may be given by one Party to the other shall always
                                         be in writing and shall be served either by (i) hand delivery duly acknowledged; or (ii)
                                         sent by registered post with acknowledgment due; or (iii) by facsimile or email at the
                                         respective addresses set out herein below or at such other address as may be subsequently
                                         intimated by one Party to the other in writing as set out herein. If the notice is sent
                                         by facsimile or email, the said notice shall also be sent by registered post acknowledgment
                                         due.



 


		(a)	If
                                         to CGI



Address:201
Route 17 North, 2nd Fl. Rutherford, NJ 07070, USA


Attention:Chief
Executive Officer


Telephone:1-201-528-9191


Fax:1-201-528-9201


Email:jay.roberts@cgix.com


With
a copy to: Alan Wovsaniker, awovsaniker@lowenstein.com


 


		(b)	If
                                         to the Company



		Address:	3-1-135/1A,
                                         CNR Complex, Mallapur Main Road, R.R. District, Hyderabad – 500076, India



Attention:Rama
Modali


Telephone:301-47—3362


Email:rmodali@reprocell.com


With
a copy to: Parth Munshi, pmunshi@ckrlaw.com


 


		(c)	If
                                         to the Purchaser



Address:MetLife
Shin-yokohama Bldg. 9F, 3-8-11, Shin-yokohama,


Kohoku-ku,
Yokohama, Kanagawa 222-0033, Japan


Attention:Rama
Modali


Telephone:301-470-3362


Email:rmodali@reprocell.com


With
copies to: Daisuke Usui, daisuke.usui@reprocell.com


Parth
Munshi, pmunshi@ckrlaw.com


 



    	 	 	Page 20 of 26



    	 



    

 


		11.2.	All
                                         notices shall be deemed to have been validly given on (i) the Business Date immediately
                                         after the date of transmission with confirmed answer back, if transmitted by facsimile
                                         transmission or email, or (ii) the Business Day of receipt, if sent by courier or hand
                                         delivery; or (iii) the expiry of 7 days after posting, if sent by registered post.



 


		11.3.	Any
                                         Party may, from time to time, change its address or representative for receipt of notices
                                         provided for in this Agreement by giving to the other Party not less than 7 (seven) days
                                         prior written notice.



 


		12.	CONFIDENTIALITY



 


		12.1.	The
                                         Parties recognize that each of them will be given and have access to confidential and
                                         proprietary information of the other Parties (“Confidential Information”).
                                         The Parties undertake not to use any of such Confidential Information for their own corporate
                                         purposes without the prior written consent of the Party owning such information and shall
                                         use their best efforts to keep confidential and not to disclose to any third party any
                                         of the other Parties’ confidential and proprietary information relating to (i)
                                         the negotiation and contents of this Agreement; or (ii) the business and affairs of the
                                         Company. The Parties shall also cause their respective directors, employees, officers
                                         and any other persons to whom the above-mentioned information is disclosed to execute
                                         a letter of confidentiality to the effect provided in this Clause. The obligations to
                                         abide by the provisions of this Clause shall not apply to any information that:



 


		12.1.1.	was
                                         developed independently by the Parties;



 


		12.1.2.	was
                                         known to the Party prior to its disclosure by the disclosing Party;



 


		12.1.3.	has
                                         become generally available to the public (other than by virtue of its disclosure by the
                                         Party receiving such information);



 


		12.1.4.	may
                                         be required in any report, statement or test the Company submitted to any governmental
                                         or regulatory body;



 


		12.1.5.	is
                                         of a general, conceptual or non-specific nature;



 


		12.1.6.	may
                                         be required in response to any summons or subpoena or in connection with any litigation;



 


		12.1.7.	may
                                         be required to comply with any law, order, regulation or ruling applicable to any Party
                                         hereto including but not limited to compliance with any securities laws as applicable
                                         in the United States of America;



 






    	 	 	Page 21 of 26



    	 



    

 


		12.1.8.	is
                                         disclosed to its professional advisers including legal, financial and tax advisers and
                                         auditors but only to the extent necessary subject to such advisers accepting an equivalent
                                         confidentiality obligation to that set out in this Clause; or



 


		12.1.9.	to
                                         the extent the receiving party received written consent to such disclosure from the relevant
                                         Party from whom it received such Confidential Information and from the Party to which
                                         that Confidential Information relates.



 


Provided
that prior to any disclosure in respect of a request to disclose Confidential Information under sub-clauses 12.1.4, 12.1.5,
12.1.6, and 12.1.7, above a Party must first notify the Party owning such Confidential Information, who shall then
have the opportunity to respond to and/or dispute such request. The provisions of this Clause shall survive the termination of
this Agreement.


 


		12.1.10.	The
                                         Parties acknowledge and agree that the covenants and obligations with respect to confidentiality
                                         set forth in this Clause relate to special, unique and extraordinary matters, and that
                                         a violation of any of the terms of such covenants and obligations will cause the Company
                                         and the owner of such property irreparable injury for which adequate remedies are not
                                         available at law. Therefore, the Parties agree that the Party entitled to enforce the
                                         covenants set forth above, shall be entitled to an injunction, restraining order or such
                                         other equitable relief as a court of competent jurisdiction may deem necessary or appropriate
                                         to restrain the other Party from committing any violation of the covenants and obligations
                                         contained in this Clause. These injunctive remedies are cumulative and are in addition
                                         to any other rights and remedies the concerned Party may have at law or in equity.



  


		13.	MISCELLANEOUS



 


		13.1.	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 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 continuing or succeeding breach of such provisions, a waiver of any right under or arising out
of this Agreement or acquiescence to or recognition of rights other than that expressly stipulated in this Agreement.


 



    	 	 	Page 22 of 26



    	 



    




 


		13.2.	Partial
                                         Invalidity



 


If
any provision of this Agreement or the application thereof to any Person or circumstance shall be 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 Applicable Law. Any invalid or unenforceable provision of this Agreement shall
be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable
provision. Provided however, if said provision is fundamental provision of this Agreement or forms part of the consideration or
object of this Agreement, the provision of this Clause shall not apply.


 


		13.3.	Amendments



 


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


 


		13.4.	Assignment



 


CGI
shall not be entitled to assign its rights and obligations under this Agreement in any manner without the prior written consent
of the Purchaser. The Purchaser shall not be entitled to assign its rights and obligations under this Agreement in any manner
without the prior written consent of CGI.


  


		13.5.	Entire
                                         Agreement



 


This
Agreement and the other agreements to be entered into by the Parties in accordance with this Agreement, together with all Exhibits
and Schedules hereto and thereto, constitute the entire agreement among the Parties pertaining to the subject matter of such agreements
and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.


 


		13.6.	No
                                         Broker or Finder



 


The
Company, CGI, and the Purchaser each represent that it has not employed any broker, or finder, or incurred any liability for any
brokerage fee, commission, finder’s fee or other similar fees, commissions or expenses in connection with the transactions
contemplated by this Agreement.


 






    	 	 	Page 23 of 26



    	 



    

  


		13.7.	Relationship



 


None
of the provisions of this Agreement shall be deemed to constitute a partnership between the Parties hereto and no Party shall
have any authority to bind the other Party otherwise than under this Agreement or shall be deemed to be the agent of the other
in any way.


 


		13.8.	Costs



 


Each
Party shall bear its own costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement
and any ancillary documents. Further, any stamp duty and registration duty with respect to this Agreement shall be borne by equally
by the Purchaser and CGI; as part of and subject to the limitation with respect to CGI set forth at the end of Section 7.8.


 


		13.9.	Public
                                         announcements



 


No
Party to this Agreement shall make any disclosure or announcements about the subject matter of this Agreement to any Person without
the prior written consent of the other Parties unless such public announcement is required under Applicable Law.


 


		13.10.	Execution
                                         in Counterparts



 


This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.


 


		13.11.	Authorization



 


The
persons signing this Agreement on behalf of the Parties represent and covenant that they have the authority to so sign and execute
this document on behalf of the Parties for whom they are signing.


  


[Signature
page follows]


 




    	 	 	Page 24 of 26



    	 



    


 


IN
WITNESS WHEREOF, the Parties hereto set forth their respective hands and have caused the same to be executed as of the date
first mentioned hereinabove as follows:


 


	For
    BIOSERVE BIOTECHNOLOGIES (INDIA) PRIVATE LIMITED	Witnessed
    by:
	 

         

        ____/s/
        P. Venkateswarlu__________________

        Name:
        P. Venkateswarlu

        Designation:
        Director
	 

         

        _____/s/
        M. Rajyashri____________________

        Name:
        M. Rajyashri

         



 


	

    For CANCER GENETICS, INC.	Witnessed
    by:
	 

         

        ____/s/
        Jay Roberts_____________________

        Name:
        Jay Roberts

        Designation:
        Chief Executive Officer

         
	 

         

        ___/s/
        Igor Gitelman_____________________

        Name:
        Igor Gitelman

         



 


 


	For
    REPROCELL INCORPORATED.	Witnessed
    by:
	 

         

        ___/s/Chikafumi
        Yokoyama_______________

        Name:
        Chikafumi Yokoyama

        Designation:
        Chief Executive Officer

         
	 

         

        ____/s/
        Rama Modali_____________________

        Name:
        Rama Modali

         






 






    	 	 	Page 25 of 26



    	 



    

 


SCHEDULE
2A


SHAREHOLDING
PATTERN OF THE COMPANY


(PRIOR
TO THE EFFECTIVE DATE)


 


	Sr.
    No	Name
    of the Shareholder	Number
    of Shares	Sale
    Shares
	1.	Cancer
    Genetics , Inc.	[
    1,271,301 ]	1,271,301
	2.	Bioserve
    India ESOP Trust	22,300	0
	TOTAL	1,294,601	 


 


 


SCHEDULE
2B


SHAREHOLDING
PATTERN OF THE COMPANY


(POST
EFFECTIVE DATE) 


 


	Name
    of Shareholder	Number
    of Shares
	ReproCELL
    Incorporated	[
    1,271,301 ]
	Bioserve
    India (ESOP) Trust	22,300
	Total	[
    1,294,601 ]


 




    	 	 	Page 26 of 26



    	 



    


 


SCHEDULE
3A


WARRANTIES


 


Other
than as stated in the Disclosure Schedule (SCHEDULE 9), CGI represents, warrants and covenants to the Purchaser as follows:


 


		A.	GENERAL



 


Particulars
of the Company


 


		1.	The
                                                                                                                                                                                                                               information relating to the Company in SCHEDULE 1 and SCHEDULE 2A is true and accurate as at the date
                                                                                                                                                                                                                               hereof.



 


		2.	As
                                         on the date hereof, the Company has no Subsidiary (whether incorporated in India or outside
                                         India).



 


Information
and disclosures


 


		3.	There
                                         is no fact which has not been disclosed in this Agreement which has had, or could reasonably
                                         be expected to have a Material Adverse Effect.



 


		4.	No
                                         representation or warranty of CGI contained in this agreement is false or misleading
                                         in any material respect or omits to state a fact necessary to make the statements herein
                                         not misleading in any material respect.



 


Constitutional
and corporate documents


 


		5.	The
                                         Company has been duly incorporated and properly formed, and its Memorandum and Articles
                                         are in accordance with all Applicable Laws.



 


		6.	The
                                         copies of the Memorandum of Association and Articles of Association of the Company that
                                         have been provided to the Purchaser are true, accurate and complete in all respects and
                                         have annexed to or incorporated in them copies of all resolutions or agreements required
                                         by Applicable Law to be so annexed or incorporated.



 


		7.	Since
                                         the Acquisition Date, all statutory books, records and registers, including accounting
                                         records as well as the register of members and minute books of the Company have been
                                         properly maintained in all material respects in accordance with the applicable provisions
                                         of the Act and are kept at its respective corporate/registered office, written up to
                                         date and are complete in all respects and no notice or allegation that any of them is
                                         incorrect or should be rectified has been received and no such notice or allegation is
                                         apprehended. All such books, records and registers are in possession and under the direct
                                         control of the Company.



 


		8.	Since
                                         the Acquisition Date, all returns and particulars, registrations, resolutions and other
                                         documents that Company is required by Applicable Law (including the Act), to file with
                                         or deliver to any relevant authority have been correctly made up, duly filed and/or delivered
                                         and there is no outstanding notice from any relevant authority received by the Company,
                                         or CGI (as the case may be) as to its non-compliance with its obligations as to filings,
                                         returns, particulars, resolutions and other documents.



 


		9.	The
                                         Company possesses full power and authority to conduct Business as currently being conducted
                                         and as proposed to be conducted.



 


		Capacity	



 


		10.	Each
                                         of the Company and CGI has the requisite power and authority and has obtained all requisite
                                         permissions, consents and approvals (including all Licences) to enter into and to observe
                                         and perform this Agreement and to consummate the transactions contemplated hereunder,
                                         and have full authority to sign and execute this Agreement.



 


		11.	This
                                         Agreement will, when executed, constitute legal, valid and binding obligations of each
                                         of CGI and the Company, enforceable against each of CGI and the Company, in accordance
                                         with its terms.



 






    	 	 	 S-1



    	 



    




 


		12.	The
                                         execution, delivery and consummation of, and the performance and observance of this Agreement
                                         does not require any consents, approvals or the provision of any notices, filings, reports
                                         or intimations and will not breach or violate any Applicable Laws, rules, regulations,
                                         agreements to which the Company and/or CGI is a party, or create any Encumbrances on
                                         any assets of the Company, and is in compliance with all applicable statutory requirements
                                         except for the consents of CGI’s lenders and requisite fillings with the US Securities
                                         and Exchange Commission .



 


Ownership
of the shares and securities


 


		13.	Except
                                         for the rights of the Purchaser under this Agreement, no person is entitled or has claimed
                                         to be entitled to require CGI to transfer any of its Sale Shares, either now or at any
                                         future date and whether contingently or not, other than as provided in this Agreement.



 


		14.	There
                                         is no Encumbrance on, over or affecting any of the shares, debentures or other securities
                                         of the Company, except bank liens which will be released on the Effective Date, 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; provided however that no representation is made
                                         with respect to the shares held by the ESOP.



 


		15.	At
                                         the Effective Date, the Sale Shares shall have been validly transferred, free from all
                                         Encumbrances and credited as fully paid up.



 


The
Company


 


		16.	The
                                         Company does not hold and has not agreed to acquire, whether legally or beneficially,
                                         jointly or alone, and directly or indirectly, any share or securities or any other interest
                                         whatsoever in any other company or corporation, whether incorporated in India or outside
                                         India.



 


		17.	CGI
                                         is the sole legal and beneficial owner of the Sale Shares.



 


		18.	The
                                         Shares held by CGI in the Company have been duly and validly transferred, are fully paid
                                         up, and rank pari passu in all respects with the other equity shares in the issued share
                                         capital of the Company.



 


		19.	No
                                         shares of the Company have been issued pursuant to the Cancer Genetics India (ESOP) Trust
                                         except as disclosed on the Schedules and the Company does not, as at the Effective Date
                                         of this Agreement have any other employee stock option plan. Further, there exists no
                                         present breach of any obligation or liability in respect of the Cancer Genetics India
                                         (ESOP) Trust and its operations or activities, relating to the period prior to the Effective
                                         Date and after the Acquisition Date Cancer Genetics India (ESOP) Trust is in full and
                                         complete compliance with all Applicable Laws and/or has made all requisite filings with
                                         authorities and has obtained requisite approvals, in respect of the said Trust as at
                                         the Effective Date.



 



    	 	 	 S-2



    	 



    

 


Licences


 


		20.	The
                                         Company has obtained in its own name all Licences necessary or required under Applicable
                                         Law. The Company has duly made all reports, filings and other intimations, necessary
                                         or required to be made under Applicable Law.



 


		Actions	



 


		21.	The
                                         Company is not engaged (whether as claimant, defendant, plaintiff or otherwise) in any
                                         Action and since the Acquisition Date, there is no Action in progress, pending, outstanding
                                         or to the best of the knowledge of CGI threatened - (i) by, against or affecting, the
                                         Company, or any of their respective Assets, (ii) in respect of which the Company is liable
                                         to indemnify or compensate any person, or (iii) that challenges or seeks to prevent,
                                         enjoin or otherwise delay the transactions contemplated hereby.



 


		22.	There
                                         are no existing or pending unfulfilled or unsatisfied judgments or orders affecting the
                                         Company.



 


		23.	CGI
                                         is not engaged (whether as claimant, defendant, plaintiff or otherwise) in any Action
                                         and there is no Action in progress, pending, outstanding or, to

                                         CGI’s knowledge, threatened, by or against CGI, or any of its assets or properties
                                         which would affect the obligations of CGI under this Agreement, or, challenges or seeks
                                         to prevent, enjoin or otherwise delay the transactions contemplated hereby



 


		Insolvency	



 


		24.	Neither
                                         the Company nor any of its Assets are involved in or subject to any Insolvency Proceedings.



 


		25.	No
                                         Act of Insolvency has occurred in relation to CGI.



 


		26.	Neither
                                         CGI nor any of its Assets are involved in or subject to any Insolvency Proceedings, and
                                         there are no circumstances which require or would enable any Insolvency Proceedings to
                                         be commenced or initiated against CGI or any of its Assets



 


CANCER
GENETICS (INDIA) PRIVATE LIMITED


 


		27.	Since
                                         the date of its formation, Cancer Genetics (India) Private Limited has conducted no operations
                                         and has had no assets other than the ownership of the Shares of the Company.



 


		B.	ACCOUNTS
                                         AND FINANCIAL



 


Accounts
and debtors 


		1.	The
                                         Accounts have been prepared on a consistent basis in accordance with Indian GAAP and,
                                         since the Acquisition Date, all Applicable Laws, without any change (except as required
                                         by Indian GAAP or Applicable Laws) in the accounting policies used and in particular,
                                         the rate of depreciation applied in respect of each Asset has been consistently applied
                                         over previous accounting periods of the Company and is adequate to write down the value
                                         of such Asset to its net realizable value as at the end of its useful working life.



 






    	 	 	 S-3



    	 



    

 


		2.	In
                                         the Accounts:



 


		(a)	the
                                         value attributed to each Asset of the Company does not exceed its current market value
                                         as at the Accounts Date; and



 


		(b)	for
                                         the period ending as on the Accounts Date there are adequate provisions for any losses
                                         in respect of ongoing projects and/or work in progress to the extent that such losses
                                         are material and have been reasonably determined.



		3.	All
                                         financial records of the Company have been properly maintained and constitute an accurate
                                         record of all matters which appear in them and where required by Applicable Law have
                                         been duly filed. The Company has complied with the statutory accounting requirements
                                         including the requirements with respect to accounting for Taxation.



 


Book
debts


 


		4.	The
                                         debts owing to Company included in the Accounts for the period ending as on the Accounts
                                         Date are expected to realize, in the ordinary course of collection, their nominal amounts
                                         plus any accrued interest, as may be applicable, less any provisions for bad and doubtful
                                         debts included in the Accounts for the period ending as on the Accounts Date.



 


		5.	All
                                         debts owing to the Company at the date of this Agreement (other than the debts included
                                         in the Accounts for the period ending as on the Accounts Date are expected to in the
                                         ordinary course of collection realize their nominal amounts plus any accrued interest,
                                         as may be applicable.



 


Position
since Accounts Date


 


		6.	Since
                                         the Accounts Date:



 


		(a)	The
                                         Company has conducted its business in a normal and proper manner;



 


		(b)	there
                                         has been no deterioration in the values of any of the Assets (other than through the
                                         normal course of depreciation and/or amortization) such that the market value of any
                                         Asset is less than the value attributed to it in the Accounts and no Asset has been re-valued;



 


		(c)	The
                                         Company has not entered into any Material Contract which is not in its ordinary course
                                         of business;



 


		(d)	there
                                         has been no deterioration in the turnover, financial or trading position or the prospects
                                         of the Company;



 


		(e)	The
                                         Company have paid its creditors as per normal business practice;



 


		(f)	no
                                         Material Contract involving expenditure by the Company on capital account in excess of
                                         INR [10,00,000 /- (Indian Rupees Ten Lakh Only) on an individual basis or INR [1,00,00,000
                                         /- (Indian Rupees One Crore Only)] in aggregate has been entered into by the Company
                                         and no asset, property, right or interest of a value or price in excess of INR [10,00,000/-
                                         (Indian Rupees Ten Lakh Only)] on an individual basis or INR 1,00,00,000/- (Indian Rupees
                                         One Crore Only) in aggregate, has been acquired or disposed of or agreed to be acquired
                                         or disposed of by the Company on capital account other than in the ordinary course of
                                         business consistent with past practice;



 






    	 	 	 S-4



    	 



    

 


		(g)	there
                                         has been no disposal of any Asset or supply of any service or facility of any kind by
                                         the Company in circumstances where the consideration actually received or receivable
                                         for the disposal or supply was less than the consideration which could be deemed to have
                                         been received for Tax purposes;



 


		(h)	no
                                         dividend or other distribution of profits or assets has been or has been agreed to be
                                         declared, made or paid by the Company;



 


		(i)	no
                                         resolution in a general meeting of the Company, or resolution of the board of directors
                                         of the Company has been passed which is not required statutorily or not in the ordinary
                                         course of business, consistent with past practice, or which vitiates the provisions of
                                         this Agreement;



 


		(j)	no
                                         event has occurred which gives rise to Taxation to the Company on deemed (as opposed
                                         to actual) income, profits or gains or which results in the Company becoming liable to
                                         pay or bear a Tax liability directly or primarily chargeable against or attributable
                                         to another person;



 


		(k)	no
                                         event has occurred which would result in any third party (with or without the giving
                                         of notice) being or becoming entitled to call for the repayment of any indebtedness of
                                         the Company prior to the normal maturity date;



  


		(l)	the
                                         Company has not made any payment or incurred any liability to any Related Party other
                                         than in the ordinary course of business;



 


		(m)	there
                                         has been no satisfaction or discharge of any Encumbrance or payment of any obligation
                                         by the Company, except for those made in the ordinary course of business, consistent
                                         with past practice and those that are not material to its Assets, financial condition
                                         operation or business;



 


		(n)	there
                                         has been no change, amendment to or termination of a Material Contract of the Company,
                                         other than in the ordinary course of its business;



 


		(o)	there
                                         has been no sale, assignment, transfer or other disposal of any Intellectual Property
                                         Right of the Company other than in the ordinary course of business;



 


		(p)	there
                                         has been no direct or indirect redemption, purchase or other acquisition of any of the
                                         shares or securities of the Company by any person;



 


		(q)	there
                                         has been no material failure by the Company to conduct Business in the ordinary course;



 


		(r)	there
                                         has been no payment made by the Company which will not be deductible for Taxation purposes
                                         either in computing the profits of the Company or in computing the Taxation chargeable
                                         on the relevant Company;



 


		(s)	there
                                         has been no event or condition of any nature which has had or might have a Material Adverse
                                         Effect on the Assets, financial condition, operation or business of the Company;



 






    	 	 	 S-5



    	 



    

 


		(t)	No
                                         loans or advances to, guarantees or indemnities for the benefit of, or any investments
                                         in, any person, have been made by the Company;



 


		(u)	there
                                         has not been any change in accounting methods or practices of the Company or any change
                                         in depreciation or amortization policies or rates except as required by Indian GAAP;



 


		(v)	no
                                         waiver has been granted by the Company of a material right or of a material debt owed
                                         to it; and



 


		(w)	there
                                         has been no agreement or commitment by the Company to do any of the things described
                                         in this Clause.



Indebtedness,
loans and bank accounts


 


		7.	The
                                         Company does not have liabilities required to be disclosed on iits balance sheet under
                                         Indian GAAP which are not so disclosed, whether accrued, absolute, contingent or otherwise,
                                         and whether due or to become due, except for (i) liabilities set forth in the Accounts,
                                         and (ii) trade or business liabilities incurred in the ordinary course of business, since
                                         the Accounts Date.



 


		8.	The
                                         Company does not own the benefit of any debt (whether present or future) other than debts
                                         set forth in the Accounts for the period ending as on the Accounts Date or subsequently
                                         accrued to it in the ordinary course of its business.



 


		9.	The
                                         Company has not availed of or been granted any bank or other credit facilities.



 


		10.	Except
                                         as set forth in the Accounts, the Company does not have any indebtedness for borrowed
                                         money (present, future or contingent) .



 


		11.	Except
                                         as set forth in the Accounts, the Company does not have any outstanding indebtedness
                                         for borrowed money or other liability in respect of any guarantee or indemnity for such
                                         indebtedness except in the ordinary course of business consistent with past practice.



 


		12.	Except
                                         as set forth in the Accounts for the period ending as on the Accounts Date, and those
                                         arising after the Accounts Date in the ordinary course of business consistent with past
                                         practice, there are no liabilities arising out of transactions or events heretofore entered
                                         into, or any action or inaction, or any state of facts existing, with respect to or based
                                         upon transactions or events heretofore occurring.



 


		13.	Since
                                         the Accounts Date, no debt has been released by the Company on terms that the debtor
                                         paid less than the book value of his/its debt, and no debt owing to the Company has been
                                         deferred, subordinated or written off or has proved to any extent to be irrecoverable,
                                         other than in the ordinary course of business.



 


		14.	The
                                         Company is not subject to any arrangement for receipt or repayment of any grant, subsidy
                                         or financial assistance from any relevant authority, and the execution and compliance
                                         with the terms of this Agreement does not and will not result in any grant, subsidy or
                                         financial assistance from any relevant authority becoming repayable.



 






    	 	 	 S-6



    	 



    

 


		15.	The
                                         Company has provided a complete and accurate list of all its bank accounts, and the Authorized
                                         Signatories and since the date of that list there has not been any payment out of the
                                         relevant bank accounts other than in the ordinary course of business.



 


Derivative
transactions


 


		16.	The
                                         Company does not have any outstanding obligations in respect of derivative transactions,
                                         including, any foreign exchange derivative transaction.



 


Dividends
and distributions


 


		17.	No
                                         dividend or other distribution of profits or assets has been or has been agreed to be,
                                         declared, made or paid by the Company since the Accounts Date.



 


Intra-group
transactions and interests


 


		18.	The
                                         Company is not a party to or otherwise bound by any contract whatsoever with any Related
                                         Party and none of the Related Parties, is involved or interested whether directly or
                                         indirectly either financially or otherwise in any manner in any business or activities
                                         of the Company.



 


Intra-group
loans and indebtedness


 





		19.	As
                                         at the Effective Date, there is no indebtedness, whether by way of borrowings, outstanding
                                         liabilities (whether contingent or otherwise), trade debts or howsoever otherwise owed
                                         or payable by the Company to any of the Related Parties, or by any of the Related Parties
                                         to the Company. Further, none of the Related Party has made any claim or taken any action
                                         against the Company.



 


		20.	The
                                         Company has not given or agreed to give any guarantee or indemnity in respect of any
                                         borrowing or indebtedness, performance or other obligations of any third party or any
                                         other commitment, by which the Company is contingently responsible.



 


C.       COMMERCIAL


 


Contracts
and commitments


 


		1.	The
                                         Company is not a party to, and the Company and/or its respective Assets are not bound
                                         or affected by, any Material Contract that:



 


		(a)	is
                                         not in the ordinary course of business of the Company; or



 


		(b)	is
                                         not on arm’s length terms or on normal commercial terms or cannot be fulfilled
                                         or performed by the Company on time and without undue or unusual expenditure of money
                                         and effort; or



 


		(c)	involves
                                         payment by the Company by reference to fluctuations in any index of commercial or retail
                                         or consumer prices or other index used as a measure of inflation; or



 


		(d)	requires
                                         payment of any sum by the Company in any currency other than INR or USD; or



 






    	 	 	 S-7



    	 



    

 


		(e)	involves
                                         any joint venture or consortium arrangement or any partnership; or



 


		(f)	contains
                                         any representation, warranty, guarantee or indemnity in relation to any share, corporation,
                                         asset, property, business or undertaking previously acquired or disposed of by the Company
                                         and which was entered into or amended after the Acquisition Date; or



 


		(g)	imposes
                                         any non-compete obligations on the Company; or



 


		(h)	imposes
                                         any exclusivity obligations on the Company; or



 


		(i)	involves
                                         the entry into, by the Company, of financing agreements, banking facilities or loan agreements
                                         with financial institutions; or



 


		(j)	involves
                                         a commitment to create, acquire, issue or transfer shares or other securities of the
                                         Company for conversion of loan into equity, or giving rights of pre-emption; or



 


		(k)	creates
                                         share conversion rights such as through convertible debentures, convertible preference
                                         shares or the like; or



 


		(l)	restricts
                                         the transferability of the shares of the Company, other than liens released at or prior
                                         to the Effective Date.



		2.	Since
                                         the Acquisition Date, the Company has made sales only in the ordinary course of business
                                         consistent with past practice and, neither the Company nor CGI has taken any action or
                                         granted any concessions to accelerate any sales from a future period to the period commencing
                                         on January 1, 2018, and ending on the Accounts Date.



 


		3.	All
                                         of the Material Contracts of the Company are validly subsisting and the Company is in
                                         subsisting compliance with the terms of the same in all material respects and nothing
                                         contained in this Agreement and none of the transactions contemplated hereunder would
                                         be in contravention of any of the Material Contracts to which the Company is a party
                                         or by which the Company and/or any of its Assets is bound or affected.



 


		4.	The
                                         Company is not a party to any agency, distribution or management contract or to any contract
                                         which restricts its freedom to carry on its business in any part of the world in such
                                         manner as it thinks fit or to engage in any line of business.



 


		5.	Except
                                         in ordinary course of business, none of the Material Contracts to which the Company is
                                         a party is invalid and the Company has not received notice of termination, rescission,
                                         invalidation or claim pursuant to any actual or alleged breach or default of any Material
                                         Contract to which it is a party or by which any of its Assets is bound or affected.



 


		6.	The
                                         Company has complied in all material respects with all of its obligations under, and
                                         observed and performed all the terms and conditions on its part to be observed and performed
                                         under, each of the Material Contracts to which it is a party or by which any of its Assets
                                         is bound or affected, and each counterparty to each of such contracts has complied in
                                         all material respects with all of its obligations under, and observed and performed all
                                         the terms and conditions on its part to be observed and performed under each of such
                                         contracts. Each of such contracts is valid and subsisting under Applicable Law, is in
                                         full force and effect and is binding on the parties to it and is enforceable by the Company
                                         in accordance with its terms.



 






    	 	 	 S-8



    	 



    

 


		7.	The
                                         Company has not given any indemnity, guarantee or warranty, or made any representations,
                                         in respect of goods or services supplied, or contracted to be supplied, by it that is
                                         capable of resulting in any liability which is not in the ordinary course of its business,
                                         or, except as aforesaid, accepted any liability or obligation that would apply after
                                         any such goods or services had been supplied by it.



		8.	The
                                         Company has not given any indemnity, guarantee or warranty, or made any representations
                                         in respect of any sale of shares or other securities, or any undertaking or part of an
                                         undertaking.



 


		9.	Other
                                         than any transactions with CGI, no Related Party or to the best of CGI’s knowledge,
                                         any officer, director, employee or agent of any Related Party has any Material Contract
                                         with, or is materially indebted to, the Company, nor is the Company is materially indebted
                                         (or committed to make loans or extend or guarantee credit) to any Related Party or to
                                         the best of CGI’s knowledge, any officer, director, employee or agent of any Related
                                         Party (other than for accrued salaries, reimbursable expenses or other standard employee
                                         benefits). Other than to the relationship with CGI, no Related Party or to the best of
                                         CGI’s knowledge, any officer, director, employee or agent of any Related Party
                                         has, either directly or indirectly, a material interest in: (a) any person which purchases
                                         from or sells, licences or furnishes to the Company any goods, property, Intellectual
                                         Property Rights or other property rights or services; or (b) any contract to which the
                                         Company is a party or by which it may be bound or affected.



 


Ownership
of assets


 


		10.	All
                                         Assets have been disclosed in the Accounts for the period ending as on the Accounts Date
                                         to the extent required by Indian GAAP, and as at the Effective Date, such Assets comprise
                                         the only assets, properties, rights and interests used by the Company in connection with
                                         the Business.



 


		11.	The
                                         Company, owned at the Accounts Date, all the Assets included in their respective Accounts.



 


		12.	The
                                         Company does not use any Assets under any agreement for lease, licence, hire, hire purchase,
                                         retention of title, or sale on conditional or deferred terms other than the lease for
                                         its premises.



 


		13.	None
                                         of the Assets or present or future revenues of the Company is subject to any Encumbrance
                                         or any contract to give or create any Encumbrance or having a similar effect, and no
                                         person has claimed to be entitled to any of the foregoing.



 


		14.	The
                                         Company has not been a party to any contract pursuant to or as a result of which any
                                         of its Assets as at the Accounts Date, has been transferred or disposed of, is liable
                                         to be transferred or disposed of, or which gives or may give rise to a right of compensation
                                         or payment in favour of another person under Applicable Law, other than in the ordinary
                                         course of business consistent with past practice.



 






    	 	 	 S-9



    	 



    

 


Real
Property


 


		15.	The
                                         Company is not the owner of any Real Property, and the Company has not entered into any
                                         contract to acquire any Real Property, and the Company does not hold any lease and/or
                                         licence other than in respect of its offices.



 


		16.	Each
                                         office of the Company is occupied and used by the Company (as applicable) in carrying
                                         on the Business and in accordance with the terms and conditions set out in the relevant
                                         Property Contract. The Company is in material compliance with all the terms and conditions
                                         set out in each Property Contract.



 


		17.	With
                                         respect to each of the leases and licences, all certificates of occupancy, permits, licences,
                                         franchises, approvals and authorizations of all relevant authorities or any other person
                                         having jurisdiction or any right, title or interest over such leases, which are required
                                         or appropriate to use or occupy the office premises that are the subject of such leases,
                                         or operate the business of the Company as currently conducted or currently proposed to
                                         be conducted thereon, have been issued and are in full force and effect.



 


		18.	No
                                         Property Contract has expired and/or been terminated and the Company has acquired renewals
                                         with respect to all expired Property Contracts and the Company is not liable to pay any
                                         penalties or liquidated damages in accordance with the provisions of any of the Property
                                         Contracts. The Company has fully complied with its obligations under each Property Contract
                                         to which it is a party.



 


		19.	Other
                                         than in the ordinary course of business, there is no Property Contract that cannot be
                                         terminated by the Company in accordance with Applicable Law or its terms, or cannot be
                                         so terminated without the Company incurring any penalty or other liability. Other than
                                         in the ordinary course of business or a Force Majeure event, there is no Property Contract
                                         that is terminable by the relevant counterparty except after giving reasonable notice
                                         to the Company and only in the event of a failure by the Company to pay rent or any other
                                         amounts due from the Company thereunder.



 


		20.	All
                                         payments including Taxes, cesses, rates, revenues, outgoings and other dues of every
                                         nature payable and/or required to be made by the Company under each Property Contract
                                         have been duly made by or on behalf of the Company if due, and there are no arrears or
                                         outstanding liabilities of the Company.



 


Anti-competitive
arrangements


 


		21.	Since
                                         the Acquisition Date, the Company has not carried on or is carrying on any monopolistic,
                                         restrictive or unfair trade practice, within the meaning of the Monopolies and Restrictive
                                         Trade Practices Act, 1969 and/or Competition Act, 2002 and no Action has been taken or
                                         is in progress, pending, outstanding or threatened against the Company under the Monopolies
                                         and Restrictive Trade Practices Act, 1969 and/or Competition Act, 2002 or any other anti-trust
                                         or similar legislation in any jurisdiction in which it carries on business or has Assets.
                                         The Company does not have any agreement or arrangement (or any judgment or ruling) which
                                         restricts the ability of the Company to compete anywhere in the world and has not received
                                         any notification or registration under the aforesaid enactments.



 






    	 	 	 S-10



    	 



    

 


Secret
or confidential information or property


 


		22.	The
                                         Company has not at any time (except (A) in the normal and proper course of the day-to-day
                                         business and subject to an obligation of confidentiality, or (B) to the Company’s
                                         professional advisers) disclosed to any person:



 


		(a)	any
                                         secret or confidential information or property of the Company; or



 


		(b)	any
                                         other information relating to the business or affairs of the Company, the disclosure
                                         of which might or could cause loss or damage to or adversely affect the Company; or



 


		(c)	any
                                         secret or confidential information relating to, the customers, clients, suppliers, officers,
                                         directors, employees or agents of the Company, or to any other person who has or has
                                         had any dealings with the Company



 


		23.	The
                                         Company is not and has never been in violation of any information confidentiality obligation(s)
                                         under any Contract entered into by the Company.



 


Intellectual
property rights


 


		24.	To
                                         its knowledge, none of the activities of the Company, since the Acquisition Date, violates
                                         or infringes or is likely to violate or infringe any Intellectual Property Rights of
                                         any third party or person and no claim has been made against the Company in respect of
                                         such violation or infringement.



 


		25.	To
                                         its knowledge, the Company does not use any processes nor is it engaged in any activities
                                         which involves the misuse of any know-how, lists of customers or suppliers, trade secrets,
                                         technical processes, Intellectual Property Rights or other confidential information (IP
                                         Confidential Information) belonging to any person other than the Company itself. All
                                         of the current directors, officers, employees, agents or consultants of the Company have
                                         entered into agreements obliging them to maintain the confidentiality of such IP Confidential
                                         Information and to the Company’s knowledge, none of the current directors, officers,
                                         employees, agents or consultants of the Company have disclosed to any person other than
                                         the Company any IP Confidential Information except where such disclosure was properly
                                         made in the ordinary and normal course of the relevant business and was made subject
                                         to a written contract under which the recipient is obliged to maintain the confidentiality
                                         of such IP Confidential Information and is restrained from further discussing it or using
                                         it other than for the purposes for which it was disclosed by the relevant party.



 


		26.	The
                                         Company does not carry on business under a name or names other than its own registered
                                         corporate name or brand name.



 


		Insurance	



 


		27.	All
                                         the Assets of the Company are now and have at all times since the Acquisition Date been
                                         appropriately and adequately insured in accordance with all Applicable Laws against all
                                         usual insurable risks including fire, accident, damage, injury, third party loss and
                                         other risks normally covered by insurance or by persons carrying on the same or similar
                                         classes of business.



 






    	 	 	 S-11



    	 



    

 


		28.	In
                                         each of the policies of insurance referred to above, the Company and/or banks / financial
                                         institutions are named as the insured/ beneficiary and no person other than the Company
                                         and/or banks / financial institutions has an interest in or right to the benefit of any
                                         of such policies of insurance.



 


		29.	The
                                         Company is not in default with respect to any of its obligations under any of the insurance
                                         policies referred taken by it, including timely payment of the premium payable.



 


		30.	The
                                         Company has not been denied any claims made by it in relation to the insurance policies
                                         it has taken since the Acquisition Date.



 


Computer
systems, data and records


 


		31.	To
                                         its knowledge, since the Acquisition Date, all the material records and systems (including
                                         but not limited to computer systems) and all material data and information of the Company
                                         are recorded, stored, maintained or operated or otherwise held exclusively by the Company
                                         and are not wholly or partly dependent on any facilities or means (including any electronic,
                                         mechanical or photographic process, computerised or otherwise) which are not under the
                                         exclusive ownership and control of the Company except in the ordinary course of business.



 


No
powers of attorney


 


		32.	Since
                                         the Acquisition Date, the Company has not granted any general power of attorney or granted
                                         any power of attorney or similar authority which remains in force.



 


 


D.       TAXATION


 


General


		1.	The
                                         Company has procured wherever applicable, Licences under the tax legislations including
                                         but not limited to service tax registration, value added tax registration, etc.



 


		2.	All
                                         Taxation of any nature whatsoever for which the Company is liable and which has fallen
                                         due for payment has been duly paid and without prejudice to the foregoing the Company
                                         has made all such deductions and retentions as it was obliged or entitled to make and
                                         all such payments as should have been made.



 


		3.	To
                                         its knowledge, all notices, computations, returns and information which have been given,
                                         made, filed or submitted have been and all notices, computations, returns and information
                                         which ought to have been given, made, filed or submitted, have been properly and duly
                                         given, made, filed or submitted by the Company to the relevant authorities and all information,
                                         notices, computations and returns given, made, filed or submitted to such relevant authorities
                                         are true, accurate and complete and are not the subject of any dispute nor, are likely
                                         to become the subject of any dispute with any of such relevant authorities. All records
                                         which the Company is required to keep for Taxation purposes or which would be needed
                                         to substantiate any claim made or position taken in relation to Taxation by the Company,
                                         have been duly kept and are available for inspection at the premises of the Company.



 


		4.	To
                                         its knowledge, all claims relating to Taxation that have been taken into account in computing
                                         any amount in the Accounts have been duly.



 






    	 	 	 S-12



    	 



    

 


		5.	The
                                         amount of Taxation chargeable on the Company during the relevant statutory limitation
                                         period has not been affected to any extent by any concession, arrangement, agreement
                                         or other formal or informal arrangement with any relevant taxation authority (not being
                                         a concession, agreement or arrangement available to companies generally).



 


		6.	The
                                         Company has not within the relevant statutory limitation period paid or, become liable
                                         to pay, nor are there any circumstances by reason of which it is likely to become liable
                                         to pay, any interest, penalty, surcharge or fine relating to Taxation which payment will
                                         have a material effect on the Company.



 


		7.	The
                                         Company has not within the past 3 (three) years been subject to or is currently subject
                                         to, any investigation or audit or visit by any relevant taxation authority, and neither
                                         CGI nor the Company has received any notice or communication from any relevant authority
                                         of any investigation, audit or proposed visit by any relevant authority other than in
                                         the ordinary course of business.



 


		Payments	



 


		8.	Subject
                                         to Applicable Laws, all rents, premiums, deposits, interest and other amounts paid or
                                         payable by the Company in the period since the Accounts Date, or for which there is a
                                         subsisting obligation for the Company to pay in the future, are or will be wholly allowable
                                         as deductions or charges in computing the income of the Company for Taxation purposes.



 


Deductions
and withholdings


 


		9.	The
                                         Company has made all deductions in respect, or on account, of any Taxation from any payments
                                         made by it which it is obliged or entitled to make and has accounted in full to the relevant
                                         taxation authority for all amounts so deducted.



 


		10.	The
                                         Company has not received any notice from any relevant taxation authority which required
                                         or will require any of them to withhold Taxation from any payment made since the Accounts
                                         Date (in respect of which such withheld Taxation has not been accounted for in full to
                                         the relevant authority).



 


		11.	Any
                                         right to a repayment or relief of Taxation to or in respect of the Company to the extent
                                         that such right was taken into account in the Accounts for the period ending as on the
                                         Accounts Date is available and is not lost, reduced or cancelled.



 


Depreciation
and tax bases


 


		12.	No
                                         charge to Taxation arose from the disposal by the Company of any of its Assets for the
                                         period ending as on the Accounts Date, except as disclosed in the Accounts.



 


		13.	No
                                         claim or demand has been made for the depreciation of any Asset of the Company for Taxation
                                         purposes in circumstances in which the claim or demand is likely to be disallowed.



 


		14.	The
                                         Company has not claimed a deduction for a write down of any of its Assets with a tax
                                         effect other than scheduled depreciation or amortisation unless fully recaptured prior
                                         to the Effective Date.



 


 



    	 	 	 S-13



    	 



    




 


Disposal
of debts


 


		15.	No
                                         Taxable profit or gain accrued on the disposal or settlement of any debt owed to the
                                         Company at the value of that debt adopted for the purposes of the Accounts for the period
                                         ending as on the Accounts Date, except as disclosed in the Accounts.



 


Transfer
Completion


 


		16.	No
                                         charge to Taxation will arise on the Company by virtue (whether alone or in conjunction
                                         with any other fault or circumstance) of the entering into and/or consummation of this
                                         Agreement.






 


Tax
Residence


 


		17.	The
                                         Company is not treated for any Taxation purpose as resident in a country other than the
                                         country of its incorporation and the Company does not have, or have had within the relevant
                                         statutory limitation period a branch, agency or permanent establishment in a country
                                         other than the country of its incorporation.



 


Secondary
liability


 





		18.	The
                                         Company is not or will not become liable to Taxation chargeable primarily on any other
                                         person, including, payments for sub-contractors or contract labour under Applicable Law.



 


Deemed
income and gains


 


		19.	The
                                         Company does not have a liability to Taxation on income or gains except in respect of
                                         and to the extent of income and profits actually received or to be received, nor do any
                                         arrangements exist which might give rise to such a liability.



 


Stamp
duty


 


		20.	In
                                         relation to each instrument to which the Company is a party or in the enforcement of
                                         which the Company may be interested and which either attracts stamp duty in any relevant
                                         jurisdiction or requires to be stamped with a particular stamp denoting that no duty
                                         is payable or that such instrument has been produced to a relevant taxation authority
                                         whether of India or elsewhere, (a) such instrument has been produced to the relevant
                                         taxation authority, (b) such instrument has been properly stamped and (c) the Company
                                         and to CGI’s knowledge each counterparty has duly paid all stamp duty and interest,
                                         fines and penalties thereon payable by it/ them in accordance with the provisions of
                                         any Applicable Law; and no such instrument which is outside India would attract stamp
                                         duty if it were brought into India.



 


Capital
gains


 


		21.	The
                                         Company has not made (or assumed in the Accounts to have made) any claims and elections
                                         insofar as they could affect the Taxable gain or allowable loss which would arise in
                                         the event of a disposal of any of its Assets after the Accounts Date.



  



    	 	 	 S-14



    	 



    

 


		22.	The
                                         Company has not disposed of or acquired any Assets since the Accounts Date in circumstances
                                         such that the disposal price or acquisition cost of the Asset would be treated for Taxation
                                         purposes as being different from the consideration given or received.



 


Employees
- compensation for loss of office


 


		23.	The
                                         Company is not under any obligation to pay, nor has it since the Accounts Date paid or
                                         agreed to pay, any compensation for loss of office or any gratuitous payment not deductible
                                         in computing its income for the purposes of Taxation.



 


Reorganisations
and mergers


 


		24.	The
                                         Company has not claimed or been granted exemptions from Taxation in connection with reorganisations
                                         or mergers during the current Financial Year or any other Financial Year since the Acquisition
                                         Date.



 


		25.	Reorganisations
                                         or mergers of or involving the Company which take effect on or before the Effective Date
                                         but after the Acquisition Date will not give rise to the assessment or payment of Taxation
                                         after the Effective Date.



 


Tax
avoidances


 


		26.	The
                                         Company has not at any time been a party to, participated or otherwise been involved
                                         in any transaction, scheme or arrangement (or series of transactions, schemes or arrangements):



 


		(a)	which,
                                         or any part of which, involved or may involve, steps taken without any commercial or
                                         business purpose apart from the obtaining of, or for the principal purpose of obtaining,
                                         a Tax advantage; or



 


		(b)	of
                                         which the purpose or effect is, or was, the avoidance or evasion of a liability to Taxation;
                                         or



 


		(c)	which
                                         may or could for any purpose relating to Taxation, be disregarded or reconstructed by
                                         reason of any motive to avoid, reduce or delay a possible liability to Taxation or which
                                         could be re-characterised or treated as unenforceable.



 


		27.	Position
                                         since Accounts Date



 


Since
the Accounts Date:


 


		(a)	The
                                         Company has not been involved in any transaction which has given or may give rise to
                                         a liability to Taxation on it other than income tax (or other applicable corporate taxes
                                         on its normal trading income) arising from transactions entered into in the ordinary
                                         course of business or taxes on deemed dividends which may be determined and levied by
                                         the relevant taxation authority; and



 


		(b)	no
                                         payment has been made, or agreed to be made, and no benefit has been provided, or agreed
                                         to be provided, by the Company which will not be deductible for income tax (or other
                                         applicable corporate taxes on normal trading income) purposes under Applicable Law.



 






    	 	 	 S-15



    	 



    

 


		E.	EMPLOYEES
                                         AND EMPLOYEE BENEFITS



 


		1.	In
                                         this Clause, employee includes without limitation, a person whose services are provided
                                         under a consultancy or services contract or any director, officer or employee of the
                                         Company whether or not he has entered into (or, where the employment has ceased, worked
                                         under) a contract of employment.



 


Employees
and terms and conditions of employment


 


		2.	Other
                                         than with professional advisors, the Company is not a party to any contract for the provision
                                         of consultancy services to it or for the secondment of any personnel to it.



 


		3.	All
                                         subsisting contracts of employment to which the Company is a party, and all subsisting
                                         contracts for the provision of any personnel or consultancy services to the Company,
                                         is terminable by the Company on 3 (three) months’ notice or less without compensation.



 


		4.	The
                                         Company does not have any outstanding liability to pay compensation for loss of office
                                         or employment or a redundancy payment including gratuity, provident fund, etc. to any
                                         of its present or former employees or to make any payment for breach of any contract
                                         for the provision of any personnel or consultancy services and no such sums have been
                                         paid (whether pursuant to a legal obligation or ex gratia) by the Company since the Accounts
                                         Date.



 


		5.	There
                                         is no term of employment for any employee of the Company, which provides that a change
                                         of Control in the Company shall entitle the employee to treat the change of Control as
                                         amounting to a breach of the Contract or entitling him to any payment or benefit whatsoever
                                         or entitling him to treat himself as redundant or otherwise dismissed or released from
                                         any obligation.



 


		6.	Except
                                         in respect of reimbursement of out-of-pocket expenses, salaries, fee(s) and normal accruals
                                         of emoluments after the Accounts Date, no sum is owed or promised to any employee of
                                         the Company, or under any Contract for the provision of any personnel or consultancy
                                         services.



 


		7.	The
                                         Company is, and has been since the Acquisition Date, in compliance in all material respects
                                         with all Applicable Laws relating to employment and employment practices, including any
                                         such Applicable Laws regarding, work conditions, hours of work, payment of wages or other
                                         dues, provident fund, gratuity, bonus, employees state insurance, minimum wage, overtime
                                         payments, employment discrimination, workers’ compensation, employee social security
                                         contributions, employee income tax withholding and family and medical leave.



 


		8.	Since
                                         the Acquisition Date, the Company has not been engaged in any unfair labour practice.



 


		9.	No
                                         employee of the Company is entitled to a commission or remuneration of any sort calculated
                                         by reference to the whole or part of the turnover or profits of the Company.



 






    	 	 	 S-16



    	 



    

 


		10.	Otherwise
                                         than as required under Applicable Laws, there are no bonus, retirement, death, disability,
                                         profit sharing, shares or securities option plan, incentive compensation, pension or
                                         other employee benefit plans or arrangements of any nature whatsoever offered or given
                                         by the Company to any of its present or past employees.



 


		11.	All
                                         the directors of Company have been duly appointed after complying with necessary provisions
                                         under the Applicable Law (including but not limited to filing Form 32 for their appointment,
                                         resignation and change in designation). No service agreements have been executed by the
                                         Company with any of their directors apart from the management employment agreement entered
                                         into with CGI.



 


		12.	Since
                                         the Acquisition Date, the Company has not granted any loan and/or advance, or provided
                                         any guarantee or financial assistance to any of its directors (past or present), which
                                         is outstanding.



 


		13.	The
                                         Company has not entered into any settlement or trust/ foundation or any proposed settlement
                                         under which any such director is or may become interested in respect of any shares.



 


		14.	CGI
                                         has not furnished any personal guarantees and indemnifications on behalf of the Company.



 


		15.	None
                                         of the directors of the Company is a nominee of any creditor or lender of the Company
                                         and except for the rights of the shareholders of the Company to appoint directors in
                                         accordance with the Act, no other person has any right to appoint / nominate any director
                                         to the board of directors of the Company.



 


		16.	The
                                         Company does not have any outstanding obligations in relation to any payments to be made
                                         to the employees towards leave encashment.



 


		17.	The
                                         Company does not have any founders’ agreements, management employment agreements
                                         and indemnification agreements (other than any arrangements that may exist under statute
                                         or its organizational documents) and “golden parachute” agreements. Since
                                         the Acquisition Date, the Company has not entered into any agreements or arrangements
                                         with any director or employee for severance arrangements or with respect to non-competition
                                         other than a consultant agreement with M N Sastry.



 


Disputes


 


		18.	Since
                                         the Acquisition Date, no material claims in relation to employees or former employees
                                         of the Company have been made and are pending against the Company, or against any person
                                         whom the Company are liable to indemnify.



 


		19.	There
                                         is not, and during the 3 years preceding the date of this Agreement there has not been,
                                         any collective labour dispute including strikes, lockouts, slowdowns, work stoppage or
                                         industrial action affecting the Company.



 


		20.	To
                                         the knowledge of CGI or the Company no employee of any the Company has been involved
                                         in any criminal Action relating to the business or activities of the Company.



 


		21.	The
                                         Company is not a party to any agreement or arrangement with, or has any commitment to
                                         any trade union or staff association, and no demands have been made by any trade union
                                         or staff association which are pending.



 






    	 	 	 S-17



    	 



    

 


Compliance
with Labour Laws


 


		22.	The
                                         Company has paid all taxes, insurance and other statutorily required social security
                                         contributions and other levies due in respect of its employees in relation to their employment
                                         by the Company, including under the Payment of Gratuity Act, 1972 and there are no past,
                                         in progress, pending, outstanding or to the best of CGI’s and the Company’s
                                         knowledge, threatened material Actions made by any person including but not limited to
                                         any Governmental Authority against the Company in relation to any matters arising out
                                         of, in relation to, or in connection with (including but not limited to the applicability
                                         of), the Employees Provident Fund and Miscellaneous Provisions Act, 1972, Gratuity Act,
                                         1972 and Employees State Insurance Act, 1948. Further, the Company is in material compliance
                                         with employment related laws as follows, and has been making all statutory filings and
                                         maintaining all statutorily mandated registers in relation to the same: (a) The Employee’s
                                         Provident Fund and Miscellaneous Provisions Act, 1952; (b) Employees’ Pension Scheme,
                                         1995; (c) Employee Deposit Linked Insurance Scheme; (d) Employee State Insurance Act,
                                         1948; (e) Payment of Bonus Act 1965; (f) Payment of Gratuity Act, 1972; (g) Payment of
                                         Wages Act, 1936 (h) Minimum Wages Act, 1948; (i) Maternity Benefit Act, 1961; (j) Equal
                                         Remuneration Act, 1976; and (k) Factories Act, 1948.



 


Contract
Labour


 





		23.	The
                                         Company has executed written Contracts with respect to all personnel and workers hired
                                         or utilised by it from independent contractors as contract labourers and all such contracts
                                         have explicit provisions regarding repayment of statutory dues that the Company may be
                                         required to pay with respect to statutory benefits payable to the contract labourers.



 


		24.	There
                                         is no outstanding liability to pay compensation or damage or claim or a redundancy payment
                                         to any person for non-registration by the Company, under the Contract Labour (Regulation
                                         and Abolition) Act, 1970, and no claim or demand has been made (whether pursuant to a
                                         legal obligation or otherwise).



 


		25.	None
                                         of the outsourced/contracted personnel utilised by the Company, has claimed to be entitled
                                         to, permanent employment with the Company under Applicable Law and there are no outstanding
                                         liabilities or claims made on the Company under the Contract Labour (Regulation and Abolition)
                                         Act, 1970.



 


		26.	All
                                         outsourced/contracted personnel utilised by the Company are employees of the relevant
                                         outsourcing agency/contractor and, are (and have at all times been) utilised by the Company
                                         and/or render (and have all times rendered) services to the Company pursuant to and under
                                         a valid and subsisting Contract between the relevant outsourcing agency/contractor and
                                         the Company.



 


Pensions


 


		27.	Save
                                         for liability under Applicable Law, and coverage for personal accident insurance, medical
                                         insurance and the like for all employees, the Company is neither paying nor is it under
                                         any liability (actual or contingent) to pay or secure, any pension, provident or other
                                         benefit on retirement, death, illness or disability of any of its employees or on the
                                         attainment of a specified age by any of its employees or on the completion of a specified
                                         number of years of service by any of its employees or on termination of employment of
                                         any of its employees.



  



    	 	 	 S-18



    	 



    

 





Loans


 


		28.	The
                                         Company has not granted any loan and/or advance, or provided any guarantee or financial
                                         assistance to any of the employees (past or present) of the Company in excess of INR
                                         5,00,000/- (Indian Rupees Five Lakh Only), which is outstanding.



 


Trade
Unions


 


		29.	There
                                         are no agreements or other arrangements between the Company, and any trade union or other
                                         similar body representing the employees of any of the Company which confer any contractual
                                         rights upon any of the employees of the Company, and there are no demands pending from
                                         any such trade union or other similar body representing any such employees and there
                                         are no recognised unions or other bodies representing any of the employees of the Company.



 


		F.	CGI
                                         



 


		a)	Organization,
                                         Good Standing and Qualification. CGI has been duly incorporated and organized, and
                                         validly exists under the laws of the State of Delaware. CGI has the requisite corporate
                                         power and authority to own and operate its assets and properties and to carry on its
                                         business as currently conducted and as proposed to be conducted and has not taken any
                                         action, or failed to take any action, which would preclude or prevent it from conducting
                                         its business before and after the Effective Date.



 


		1.	Authorization
                                         and Validity of Transactions:



 


		a)	Authorization.
                                         CGI has the legal right, corporate power and authority to, as the case may be, execute,
                                         deliver and perform the Transaction Documents. CGI has taken all necessary actions, corporate
                                         or otherwise, as applicable to it to authorize or permit the execution, delivery and
                                         performance of this Agreement and the transactions contemplated in this Agreement.



 


		b)	Enforceability.
                                         The Agreement and the other Transaction Documents are valid and create binding obligations
                                         on CGI, enforceable against it in accordance with their terms except as such enforceability
                                         may be limited by applicable bankruptcy, insolvency, re-organization, moratorium or similar
                                         laws affecting creditors’ rights generally.



 




    	 	 	 S-19



    	 



    


 


SCHEDULE
3B


PURCHASER
WARRANTIES


		2.	Organization
                                         and Shareholding:



 


		b)	Organization,
                                         Good Standing and Qualification. Purchaser has been duly incorporated and organized,
                                         and validly exists under the laws of Japan. Purchaser has the requisite corporate power
                                         and authority to own and operate its assets and properties and to carry on its business
                                         as currently conducted and as proposed to be conducted and has not taken any action,
                                         or failed to take any action, which would preclude or prevent it from conducting its
                                         business before and after the Effective Date.



 


		G.	Authorization
                                         and Validity of Transactions:



 


		c)	Authorization.
                                         Purchaser has the legal right, corporate power and authority to, as the case may
                                         be, execute, deliver and perform the Transaction Documents. Purchaser has taken all necessary
                                         actions, corporate or otherwise, as applicable to it to authorize or permit the execution,
                                         delivery and performance of this Agreement and the transactions contemplated in this
                                         Agreement.



 


		d)	Enforceability.
                                         The Agreement and the other Transaction Documents are valid and create binding obligations
                                         on Purchaser, enforceable against it in accordance with their terms except as such enforceability
                                         may be limited by applicable bankruptcy, insolvency, re-organization, moratorium or similar
                                         laws affecting creditors’ rights generally.



 




    	 	 	 S-20



    	 



    


 


SCHEDULE
7


SPECIFIC
CONDITIONS PRECEDENT 


 


As
a part of the Conditions Precedent, the Company and CGI shall:


 


		1.	Provide
                                         copies of all share certificates;



 




    	 	 	 S-21



    	 



    


 


SCHEDULE
9


DISCLOSURE
SCHEDULE


 


See
Attached


 






    	 	 	 S-22