Exhibit 4.15


 


AMENDED
AND RESTATED SECURITIES PURCHASE AGREEMENT


 


This
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (“Agreement”) is entered into on this ________ day
of March, 2018 at Bangalore by and amongst:


 


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


 


AND


 


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


 


AND


 


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


 


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


 


WHEREAS:


 


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



 


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



 


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



 


		D.	The
                                         Promoter and Koyenco Limited (“Other Shareholder”) are the legal and
                                         beneficial owners of 10,10,000 (Ten Lakhs Ten Thousand) Equity Shares representing 100%
                                         (one hundred percent) of the issued, subscribed and paid-up equity share capital of the
                                         Company. The Promoter holds 8,14,00,000 (Eight Crores Fourteen Lakhs) Series A CCDs of
                                         Rs. 10 (Rupees Ten) each, and 41,43,68,780 (Forty One Crores Forty Three Lakhs Sixty
                                         Eight Thousand Seven Hundred Eighty) Series B CCDs of Rs. 10 (Rupees Ten) each, in the
                                         Company. The aforesaid Equity Shares, CCDs and any Securities issued to the Promoter
                                         prior to the Closing Date are hereinafter collectively referred to as the “Issued
                                         Securities”. The Purchaser holds 10,10,000 (Ten Lakhs Ten Thousand) optionally
                                         convertible debentures of Rs. 10 (Rupees Ten) each and 4,60,00,000 (Four Crores Sixty
                                         Lakhs) NCDs of Rs. 10 (Rupees Ten) each in the Company.



 


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



 






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



 


		G.	The
                                         Parties had executed an amendment agreement dated June 16, 2017 to the Earlier SPA. Simultaneously
                                         with the execution of the aforesaid amendment agreement, the Company, the Promoter and
                                         the Purchaser had executed an SPA (“Second SPA”), pursuant to which
                                         the Purchaser had agreed to purchase from the Promoter, and the Promoter had agreed to
                                         sell to the Purchaser, 11,00,00,000 (Eleven Crores) Series A CCDs for the purchase price
                                         mentioned in the Second SPA. Pursuant to the Second SPA, the Purchaser has purchased
                                         4,60,00,000 (Four Crore Sixty Lakh) Series A CCDs for an aggregate consideration of Rs.
                                         46,00,00,000 (Rupees Forty Six Crores) in nine tranches.



 


		H.	The
                                         Purchaser and MIPL have requested for an extension of time to fulfil their obligations
                                         under the Second SPA prior to the Long Stop Date (as defined in the Securities Purchase
                                         Agreement).



 


		I.	The
                                         Parties, along with the Other Shareholder, MIPL and Purchaser have come to a revised
                                         understanding whereby, the Purchaser proposes to purchase, and the Promoter proposes
                                         to sell to the Purchaser, 9,20,00,000 (Nine Crores Twenty Lakhs) Series A CCDs (“Sale
                                         Securities”) for an aggregate consideration of Rs. 92,00,00,000 (Rupees Ninety
                                         Two Crores only) (“Series A CCD Purchase Price”) in accordance with
                                         the terms hereof. The Sale Securities shall be purchased by the Purchaser from the Promoter
                                         in 17 (seventeen) tranches as under, for the consideration set out below aggregating
                                         to Rs. 92,00,00,000 (Rupees Ninety Two Crores only):



 


	Sl.
    No.	 	Date
    by which the relevant CCD Closing is required to occur (each a “Subsequent Closing Date”)	 	Amount
    to be paid by the Purchaser (Rs.)	 	Number
    of Sale Securities to be transferred 
	1.	 	March
    27, 2018 (“First LSD”)	 	9,00,00,000
    (“First Tranche Purchase Price”)	 	90,00,000
    Series A CCDs (“First Closing CCDs”)
	2.	 	April
    10, 2018	 	5,00,00,000
    (“Second Tranche Purchase Price”)	 	50,00,000
    Series A CCDs 
	3.	 	May
    31, 2018	 	2,50,00,000
    (“Third Tranche Purchase Price”)	 	25,00,000
    Series A CCDs
	4.	 	June
    30, 2018	 	2,50,00,000
    (“Fourth Tranche Purchase Price”)	 	25,00,000
    Series A CCDs 
	5.	 	July
    31, 2018	 	2,50,00,000
    (“Fifth Tranche Purchase Price”)	 	25,00,000
    Series A CCDs 
	6.	 	August
    31, 2018	 	2,50,00,000
    (“Sixth Tranche Purchase Price”)	 	25,00,000
    Series A CCDs 
	7.	 	September
    30, 2018	 	2,50,00,000
    (“Seventh Tranche Purchase Price”)	 	25,00,000
    Series A CCDs 
	8.	 	October
    31, 2018	 	2,50,00,000
    (“Eighth Tranche Purchase Price”)	 	25,00,000
    Series A CCDs 



 






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	Sl.
    No.	 	Date
    by which the relevant CCD Closing is required to occur (each a “Subsequent Closing Date”)	 	Amount
    to be paid by the Purchaser (Rs.)	 	Number
    of Sale Securities to be transferred 
	9.	 	November
    30, 2018	 	2,50,00,000
    (“Ninth Tranche Purchase Price”)	 	25,00,000
    Series A CCDs 
	10.	 	December
    31, 2018	 	2,50,00,000
    (“Tenth Tranche Purchase Price”)	 	25,00,000
    Series A CCDs 
	11.	 	January
    31, 2019	 	6,00,00,000
    (“Eleventh Tranche Purchase Price”)	 	60,00,000
    Series A CCDs 
	12.	 	February
    28, 2019	 	6,00,00,000
    (“Twelfth Tranche Purchase Price”)	 	60,00,000
    Series A CCDs 
	13.	 	March
    31, 2019	 	6,00,00,000
    (“Thirteenth Tranche Purchase Price”)	 	60,00,000
        Series A CCDs

         

	14.	 	April
    30, 2019	 	10,00,00,000
    (“Fourteenth Tranche Purchase Price”)	 	1,00,00,000
    Series A CCDs
	15.	 	May
    31, 2019	 	10,00,00,000
    (“Fifteenth Tranche Purchase Price”)	 	1,00,00,000
    Series A CCDs
	16.	 	June
    30, 2019	 	10,00,00,000
    (“Sixteenth Tranche Purchase Price”)	 	1,00,00,000
    Series A CCDs
	17.	 	July
    31, 2019	 	10,00,00,000
    (“Seventeenth Tranche Purchase Price”)	 	1,00,00,000
    Series A CCDs
	Total	 	92,00,00,000	 	9,20,00,000
    Series A CCDs 


 


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



 


		K.	Simultaneously
                                         with the date of execution of this Agreement, the parties to the Earlier SPA have entered
                                         into a restated amendment agreement to amend certain provisions of the Earlier SPA (“Amendment
                                         Agreement”). 40,37,68,780 (Forty Crores Thirty Seven Lakhs Sixty Eight Thousand
                                         Seven Hundred Eighty) Series B CCDs and the entire issued share capital of the Company
                                         (such equity shares the “Sale Shares”) shall be acquired by MIPL for
                                         an aggregate consideration of Rs. 212,31,00,000 (Rupees Two Hundred Twelve Crores Thirty
                                         One Lakhs only) under the provisions of the Earlier SPA, as amended by the Amendment
                                         Agreement.



 


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



 


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


 


		1.	DEFINITIONS



 


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



 






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		1.2.	“Additional
                                         Purchase Amount” shall have the meaning ascribed to the term under Clause 3.3.1;



 


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



 


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



 


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



 


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



 


		1.7.	“CCDs”
                                         shall mean the Series A CCDs and the Series B CCDs, collectively;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		1.18.	“RoC”
                                         shall mean Registrar of Companies;



 


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



 






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



 


		1.21.	“Sale
                                         Securities” shall have the meaning given to it in Recital I; and



 


		1.22.	“Series
                                         A CCD Purchase Price” shall have the meaning ascribed to the term in Recital
                                         I;



 


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



 


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



 


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



 


		2.	SALE
                                         AND PURCHASE OF SALE SECURITIES



 


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



 


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



 


		3.	PURCHASE
                                         PRICE



 


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



 


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



 


		3.3.	If
                                         any CCD Closing does not occur on or prior to the respective CCD Closing Date, the Purchaser
                                         shall be deemed to be in breach of this Agreement and the Promoter may, at its sole discretion,
                                         elect to:



 


		3.3.1.	extend
                                         the relevant CCD Closing Date, in which case the relevant tranche of the Series A CCD
                                         Purchase Price shall be automatically increased and accrue at the rate of 8.5% (Eight
                                         Point Five Percent) per annum (or any part thereof in respect of the period by which
                                         the CCD Closing Date is extended) on the relevant tranche of the Series A CCD Purchase
                                         Price, compounded and calculated monthly for the period from the relevant CCD Closing
                                         Date until the date on which such CCD Closing actually occurs with the consent of the
                                         Promoter (such accrued amount the “Additional Purchase Amount”). The
                                         aggregate Additional Purchase Amount shall be paid to Promoter along with the Purchase
                                         Price payable under the Earlier SPA (as amended by the Amendment Agreement); or



 


		3.3.2.	where
                                         the Promoter does not exercise the right under Clause 3.3.1, the Promoter shall have
                                         the right to terminate this Agreement in accordance with Clause 7.1.



 






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		4.	CONDITIONS
                                         PRECEDENT



 


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



 


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



 


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



 


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



 


		5.	FIRST
                                         CCD CLOSING



 


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



 


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



 


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



 


		5.3.1.	Payment
                                         of First Tranche Purchase Price



 


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


 


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



 


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


 


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



 






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



 


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


 


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



 


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


 


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


 


		5.3.4.	Form
                                         FC-TRS



 


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



 


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



 


		a)	Approve
                                         the registration of transfer of First Closing CCDs to the Purchaser;



 


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



 


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



 


		d)	Approve
                                         the change in the terms of the 4,60,00,000 (Four Crore Sixty Lakh) NCDs held by the Purchaser
                                         on the date of this Agreement.



 


		5.3.6.	Thereafter,
                                         the Company shall deliver to the Purchaser, the original, duly stamped certificates representing
                                         NCDs allotted on re-classification of the First Closing CCDs, along with the certified
                                         true copies of the resolutions recording the transfer of the First Closing CCDs and destroy
                                         the corresponding CCD certificates. Simultaneously with the aforesaid actions, the Purchaser
                                         will hand over the existing certificates representing the 4,60,00,000 (Four Crore Sixty
                                         Lakhs) NCDs held by the Purchaser, and the Company shall issue fresh certificates setting
                                         out the terms of the NCDs as set out in Part C of Schedule 2.



 






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



 


		6.	SUBSEQUENT
                                         CLOSINGS



 


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



 


		6.2.	Each
                                         Subsequent Closing shall take place at Bangalore.



 


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



 


		6.3.1.	Payment
                                         of relevant tranche of the Series A CCD Purchase Price



 


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


 


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



 


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


 


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



 


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



 


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


 


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



 


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


 


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


 






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		6.3.4.	Form
                                         FC-TRS



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		6.5.	The
                                         Parties further agree that prior to the payment of the Sixteenth Tranche Purchase Price,
                                         the Promoter and the Company shall take necessary actions to re-classify such number
                                         of Series B CCDs into Series A CCDs, as may be necessary to give effect to the terms
                                         of this Agreement.



 


		7.	ADDITIONAL
                                         UNDERSTANDING



 


		7.1.	Subject
                                         to Clause 3.3, the Parties agree that if the Purchaser has not paid any tranche of the
                                         Series A CCD Purchase Price on or before the relevant Long Stop Date, this Agreement
                                         shall stand terminated on account of breach of the Purchaser. The Parties shall be bound
                                         by the terms of the Earlier SPA as amended by the Amendment Agreement.



 


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



 


		1.	Letter
                                         dated January 06, 2018, issued by the Purchaser to the Company;



		2.	Letter
                                         dated January 12, 2018, issued by the Company to the Purchaser;



		3.	Letter
                                         dated January 17, 2018, issued by the Purchaser to the Company;






 



    Page 9


     


    

 


		4.	Demand
                                         Notice under Rule 5 of the Insolvency and Bankruptcy (Application to Adjudicating Authority)
                                         Rules, 2016 dated February 01, 2018, issued by the Company to the Purchaser;



		5.	Reply
                                         to the demand notice dated February 10, 2018, issued by Justlaw Advocates on behalf of
                                         the Purchaser to the Company in response to the demand notice; and



		6.	Response
                                         to the reply dated February 28, 2018, issued by J. Sagar Associates on behalf of the
                                         Company in response to Justlaw Advocates.



 


		7.3.	Without
                                         limiting the provisions of Clause 7.3 of the Earlier SPA, the Parties agree that there
                                         will be no reduction in the Purchase Price or the amounts payable under the CCD SPA,
                                         notwithstanding any adverse change in the status of or title to the Property arising
                                         out of the change in zoning from ‘residential’ in the present comprehensive
                                         development plan (2005-2015) to ‘park / open space / recreation zone’ in
                                         the proposed revised master plan 2031, and that the contention raised by the Purchaser
                                         in the letters dated January 06, 2018, January 17, 2018 and February 10, 2018 will not
                                         be raised again by the Purchaser.



 


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



 


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



 


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



 


		8.2.	Representations
                                         and Warranties relating to the Promoter:



 


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



 


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



 


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



 


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



 


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



 






    Page 10


     


    




 


		8.3.	The
                                         Purchaser acknowledges that except for the Representations and Warranties of the Promoter
                                         and the Company as set out in Clause 8.1, Clause 8.2 and Schedule 1, the Promoter has
                                         not made any other representation or warranty in relation to the Property or the Company.



 


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


 


		8.4.	Representations,
                                         Warranties and Covenants provided by the Purchaser:



 


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



 


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



 


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



 


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



 


		9.	INDEMNITY



 


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



 


		a)	any
                                         breach of this Agreement by it; or



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



 


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



 


		c)	any
                                         breach of this Agreement by it; or



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



 


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



 


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



 






    Page 11


     


    




 


		10.	CONFIDENTIALITY



 


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



 


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



 


		11.	NOTICES



 


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



 





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

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







 





		12.	GOVERNING
                                         LAW AND DISPUTE RESOLUTION



 


		12.1.	Governing
                                         Law



 


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


 






    Page 12


     


    




 


		12.2.	Amicable
                                         Resolution of Disputes



 


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








 


		12.3.	Arbitration



 


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


 


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


 


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


 


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


 


		12.4.	Enforcement



 


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


 


		12.5.	Jurisdiction
                                         



 


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


 






    Page 13


     


    




 


		13.	MISCELLANEOUS
                                         PROVISIONS



 


		13.1.	Specific
                                         Performance



 


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


 


		13.2.	Reservation
                                         of Rights



 


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


 


		13.3.	Partial
                                         Invalidity



 


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


 


		13.4.	Amendment



 


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


 


		13.5.	Entire
                                         Agreement



 


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


 


		13.6.	Survival



 


The
provisions of Clause 7.1, Clause 8, Clause 9, Clause 10, Clause 11, Clause 12 and this Clause 13 will survive termination of this
Agreement.


 


		13.7.	Costs
                                         and Stamp Duty



 


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


 


________


 




    Page 14


     


    

 


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


 





	COMPANY	 
	For AAYAS TRADE SERVICES PRIVATE LIMITED	 
	 	 
	Hemant Kothari	 
	PROMOTER	 
	 	 
	For ELBIT PLAZA INDIA REAL ESTATE HOLDINGS LIMITED	 
	 	 
	Hemant Kothari	 
	 	 
	PURCHASER 	 
	For MANTRI DEVELOPERS PRIVATE LIMITED	 
	 	 
	Baaskaran S.	 
	Authorized Signatory	 
	WITNESSES	 




 





	 	 	 
	Siddharth K. Vedula	 	Madhusmita K.
	Level 3, Prestige Obelisk,	 	No. 41, Vittal Mallya Road,
	3, Kasturba Road, 	 	Bangalore – 560 001
	Bangalore – 560 001 	 	 







 




    Page 15


     


    

  


SCHEDULE
1


 


REPRESENTATIONS
AND WARRANTIES BY THE PROMOTER REGARDING SALE OF SALE SECURITIES


 


The
Promoter hereby represents and warrants as follows:


 


		1.	Ownership
                                         of the Sale Securities



 


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



 


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



 


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



 


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



 


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



 




    Page 16


     


    

 


SCHEDULE
2


DESCRIPTION
OF SALE SECURITIES 


 


PART
A - TERMS OF THE SERIES A CCDs


		1.	Issue



 


		

                                                                                1.1
	Each
                                         Series A CCD shall be a compulsorily convertible debenture.



 


		1.2	Each
                                         Series A CCD will have a par value of Rs. 10/- (Rupees Ten only) each.



 


		2.	Term



 


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


 


		3.	Transferability



 


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


 


		4.	Interest



 


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


 


		5.	Conversion
                                         of CCDs



 


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


 


		

                                                                                6.
	Governing
                                         Law



 


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





 




    Page 17


     


    

 


 


PART
B - TERMS OF THE SERIES B CCDs


		1.	Issue



 


		1.1	Each
                                         Series B CCD shall be a compulsorily convertible debenture.



 


		1.2	Each
                                         Series B CCD will have a par value of Rs. 10/- (Rupees Ten only) each.



 


		2.	Term



 


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


 


		3.	Transferability



 


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


 


		4.	Interest



 


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


 


		5.	Conversion
                                         of CCDs



 


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


 


		6.	Governing
                                         Law



 


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


 




    Page 18


     


    

  


PART
C - TERMS OF THE NCDs


		1.	Issue



 


		1.1	Each
                                         NCD shall be a non-convertible debenture, issued upon the re-classification of a Series
                                         A CCD.



 


		1.2	Each
                                         NCD will have a par value of Rs. 10/- (Rupees Ten only) each.



 


		2.	Term



 


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


 


		3.	Transferability



 


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





 


		4.	Interest



 


The
NCDs shall not be entitled to any interest.


 


		5.	Redemption



 


Unless
redeemed earlier by the Board (upon a default by the holder of the NCDs in terms of the amended and restated securities purchase
agreement dated March _____, 2018), the NCDs shall stand redeemed on September 01, 2019.


 


		6.	Encumbrance



 


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


 


		7.	Governing
                                         Law



 


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


 




    Page 19


     


    




 


SCHEDULE
3


DETAILS
OF BANK ACCOUNT OF THE PROMOTER


 





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












 






    Page 20