STATEMENT MADE IN THE REGISTRATION STATEMENT OR RELATED PROSPECTUS OR ANY
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE IS
UNTRUE IN ANY MATERIAL RESPECT OR ANY REVISION TO THE REGISTRATION STATEMENT,
RELATED PROSPECTUS OR OTHER DOCUMENT IS REQUIRED SO THAT IT WILL NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(D)
USE ITS BEST EFFORTS TO AVOID THE ISSUANCE
OF OR, IF ISSUED, OBTAIN THE WITHDRAWAL OF (I) ANY ORDER SUSPENDING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT OR (II) ANY SUSPENSION OF THE
QUALIFICATION (OR EXEMPTION FROM QUALIFICATION) OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION, AT THE EARLIEST PRACTICABLE MOMENT.
(E)
FURNISH TO THE INVESTOR AND INVESTOR
COUNSEL, WITHOUT CHARGE, COPIES OF THE REGISTRATION STATEMENT AND EACH AMENDMENT
THERETO, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, AND ALL EXHIBITS TO THE
EXTENT AND IN SUCH QUANTITY AS REQUESTED BY SUCH PERSON (EXCLUDING THOSE
PREVIOUSLY FURNISHED OR INCORPORATED BY REFERENCE) WITHIN THREE (3) TRADING DAYS
AFTER THE FILING OF SUCH DOCUMENTS WITH THE COMMISSION.
(F)
PROMPTLY UPON REQUEST, DELIVER TO THE
INVESTOR AND INVESTOR COUNSEL WITHOUT CHARGE, AS MANY COPIES OF THE PROSPECTUS
OR PROSPECTUSES (INCLUDING EACH FORM OF PROSPECTUS) RELATED TO THE REGISTRATION
STATEMENT AND EACH AMENDMENT OR SUPPLEMENT THERETO AS SUCH PERSONS MAY
REASONABLY REQUEST.
THE COMPANY HEREBY CONSENTS TO THE USE OF SUCH PROSPECTUS
AND EACH AMENDMENT OR SUPPLEMENT THERETO BY THE INVESTOR IN CONNECTION WITH THE
OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY SUCH PROSPECTUS AND
ANY AMENDMENT OR SUPPLEMENT THERETO.
FURTHERMORE, THE COMPANY HEREBY AGREES
THAT THE INVESTOR IS PERMITTED TO USE SUCH PROSPECTUSES INCLUDING ANY AMENDMENT
AND EACH SUPPLEMENT THERETO, IF REQUIRED FOR THE PURPOSES OF ANY REPORT OR
PUBLIC ANNOUNCEMENTS OR DISCLOSURES TO BE SUBMITTED TO, OR MADE PURSUANT
8
TO THE REQUIREMENTS OF, ANY GOVERNMENTAL OR REGULATORY BODY IN
INDIA/CYPRUS/NETHERLANDS (AS THE CASE MAY BE) AND/OR IF REQUIRED TO COMPLY WITH
ANY LAW APPLICABLE TO THE INVESTOR AT THE INVESTOR'S EXPENSE AND TO THE EXTENT
REASONABLY PRACTICABLE.
(G)
IN THE TIME AND MANNER REQUIRED BY THE
TRADING MARKET, IF AT ALL, PREPARE AND FILE WITH SUCH TRADING MARKET AN
ADDITIONAL SHARES LISTING APPLICATION COVERING ALL OF THE REGISTRABLE
SECURITIES; (II) TAKE ALL STEPS NECESSARY TO CAUSE SUCH REGISTRABLE SECURITIES
TO BE APPROVED FOR LISTING ON THE TRADING MARKET AS SOON AS REASONABLY
PRACTICABLE THEREAFTER; (III) TO THE EXTENT AVAILABLE TO THE COMPANY, PROVIDE TO
THE INVESTOR EVIDENCE OF SUCH LISTING; AND (IV) MAINTAIN THE LISTING OF SUCH
REGISTRABLE SECURITIES ON EACH SUCH TRADING MARKET.
(H)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT, USE ITS BEST EFFORTS TO
REGISTER OR QUALIFY OR COOPERATE WITH THE INVESTOR AND INVESTOR COUNSEL IN
CONNECTION WITH THE REGISTRATION OR QUALIFICATION (OR EXEMPTION FROM SUCH
REGISTRATION OR QUALIFICATION) OF SUCH REGISTRABLE SECURITIES FOR