8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2013

PAN GLOBAL, CORP.

(Exact name of registrant as specified in its charter)

Nevada	333-167130	27-2473958
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

123 W. Nye Lane, Suite 455 Carson City, Nevada	89706
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 983-1623

N/A

(Former name or former address, if changed since last report.)

With a copy to:

Philip Magri, Esq.

The Magri Law Firm, PLLC

2642 NE 9^th Avenue

Fort Lauderdale, FL 33334

T: (646) 502-5900

F: (646) 826-9200

pmagri@magrilaw.com

www.MagriLaw.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On October 28, 2013, Pan Global, Corp., a Nevada corporation (“Pan Global”), through its wholly-owned subsidiary, Pan Asia Infratech, Corp., a Nevada corporation (“Pan Asia”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Regency Yamuna Energy Limited, a privately held corporation formed in India under the Companies Act of 1956, as amended (“RYEL”), Mr. Arun Sharma, a Director and majority stockholder of RYEL (“Sharma”), and the remaining stockholders of RYEL (the “Selling Stockholders”).

Pursuant to the Purchase Agreement, Pan Asia has agreed to invest an aggregate of 387.5 million (387,500,000) Indian Rupees (“Rs.”), or approximately $6,352,459 USD based on the average currency exchange rate of 61 Rupees for every U.S. dollar (“USD”) for the recent period prior to October 28, 2013 and used by Pan Global for the sole purpose of providing approximate U.S. dollar equivalents in this Form 8-K (the “Exchange Rate”), in RYEL (the “Transaction”) for the following purposes:

1. To fund the completion of RYEL’s 5.7 MW (4.9 MW allotted) Small Hydro Project in Badyar, India having a valuation of Rs. 671.1 million (671,100,000) (approximately $11,001,629 USD based on the Exchange Rate) (the “Project”);

2. To enable RYEL to restructure its outstanding secured bank credit facility with the State Bank of Patalia (“SBOP Term Credit Facility”) of Rs. 283.6 million (283,600,000) (approximately $4,649,480 USD based on the Exchange Rate) and personally guaranteed by Sharma; and

3. To purchase common shares (the “Shares”) from RYEL and 100% of the outstanding Shares and convertible debt (if not previously converted) from Sharma and the Selling Stockholders;

Pursuant to the terms and conditions of the Purchase Agreement, the Transaction is scheduled to be consummated in several stages, commencing with Pan Asia purchasing the Debenture (as defined below) from RYEL:

First Closing:

● The first round of closings is scheduled to be consummated in several tranches, commencing no later than the 5^th Business Day after the Debenture Issue Date (as defined below) and pursuant to which Pan Global is to purchase an aggregate of 2,758,621 Shares in consideration for an aggregate of Rs. 40 million (40,000,000) (approximately $655,738 USD based on the Exchange Rate), constituting approximately 13.4005% of the outstanding Shares of RYEL.

Second Closing:

● No later than fifteen (15) Business Days of the date power is generated by the Project to the grid (the “Commercial Operational Date”) and Pan Asia’s receipt of certain documentation as specified in the Purchase Agreement, Pan Asia is to purchase an aggregate of 8,127,094 Shares, consisting of (i) 6,896,552 Shares from RYEL, Sharma and the Selling Stockholders in consideration for an aggregate of Rs. 100 million (100,000,000) (approximately $1,639,344 USD based on the Exchange Rate) and (ii) 1,230,542 Shares from Sharma in consideration for shares of Preferred Stock of Pan Global having a stated face value of Rs. 17,842,861 (approximately $292,506 USD based on the Exchange Rate), constituting approximately 38.0758% of the outstanding Shares of RYEL.

● Upon the consummation of the Second Closing, Pan Asia will have invested an aggregate of Rs. 140 million (140,000,000) (approximately $2,295,082 USD based on the Exchange Rate) in RYEL in exchange for 10,885,715 Shares, representing approximately 51% of outstanding Shares of RYEL.

Third Closing:

● No later than ninety (90) days after the Commercial Operation Date, Pan Asia has agreed to consummate a financing with a third party and have a registration statement on Form S-1, or such other appropriate form (the “Registration Statement”), filed with the United States Securities and Exchange Commission (“SEC”) therein registering an amount of Common Stock of Pan Global sufficient for the financing; and shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as possible.

● No later than thirty (30) days after the date the SEC declares the Registration Statement to be effective under the Securities Act, Pan Asia has agreed to commence purchasing for an aggregate purchase price of Rs. 247.5 million (247,500,000) (approximately $4,057,377 USD based on the Exchange Rate) (adjusted up or down for the difference between the purchase price and the Rupee value of prior payments calculated on the day of each prior payment):

● the 15,195,468 remaining outstanding Shares from the Selling Stockholders

● the Pan Global Preferred Stock issued to Sharma in the Second Closing at the Stated Value;

● certain liabilities of RYEL; and

● certain indebtedness of Sharma and his associates (or the Shares issued upon the conversion of such indebtedness).

● Pan Asia shall have ninety (90) days to fully consummate the Third Closing, resulting in Pan Asia owning 100% of the outstanding equity of RYEL and RYEL having no debt other than the restructured SBOP Term Loan Credit Facility of Rs. 283.6 million (283,600,000), subject to Pan Asia’s option to extend such ninety (90) day period by up to an additional ninety (90) days in its sole discretion (the “Drop Dead Date”).

● Upon the consummation of the Third Closing, Pan Asia will have invested an aggregate of Rs. 387.5 million (387,500,000) (approximately $6,352,459 USD based on the Exchange Rate) in RYEL in exchange for 26,081,182 Shares, representing 100% of outstanding Shares of RYEL.

In addition to the foregoing, Pan Asia has agreed to promptly take all necessary actions to either substitute or release Sharma’s personal guarantee of the SBOP Term Loan Credit Facility as soon as it is required. In consideration for Sharma’s agreement to continue his personal guarantee of the SBOP Term Loan Credit Facility for the time period from such required date to the date on which such substitution or release is effected, Pan Asia agrees to pay Sharma 1% (one percent) of the outstanding indebtedness under the SBOP Term Loan Credit Facility per annum, payable on an annual basis.

The Purchase Agreement may be terminated at any time prior to the Drop Dead Date, by the unanimous written consent of the parties, or by any of the parties upon the breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement and such breach, inaccuracy or failure has not been cured by defaulting parties within ten days of written notice, or by Pan Asia if RYEL, Sharma or the Selling Stockholders fail or refuse to complete the Transaction by the Drop Dead Date. Upon termination of the Purchase Agreement, Pan Asia will retain such proportionate equity interest in the Project based on funds invested by Pan Asia in relation to the total equity of the Project;provided, however, Pan Asia shall have the right to require RYEL to repurchase all the equity of RYEL (“Put Option”) purchased by Pan Asia as of the date of termination for 125% of the purchase price paid by Pan Asia as of the Drop Dead Date; and in the event Pan Asia exercises the Put Option, RYEL shall have 30 days to complete its repurchase of such equity, with penalty interest accruing at a rate of 1% per month thereafter.

The consummation of the Transaction is contingent upon, among other matters:

(a)	RYEL providing Pan Asia with financial statements for its two most recently completed fiscal years, prepared in accordance with U.S. generally acceptable accounting principles (“GAAP”) and audited by a PCAOB-registered accountant, as well as unaudited interim financial statements prepared in accordance with GAAP;
(b)	RYEL amending its charter documents to permit the Transaction;
(c)	Pan Asia’s satisfactory completion of its engineering, financial and legal due diligence of RYEL and the Project;
(d)	Regulatory approval; and
(e)	Third party consents.

15% Convertible Debenture

On October 28, 2013 (the “Debenture Issue Date”), Pan Asia purchased a debenture from RYEL in the aggregate principal amount of Rs. 4.2 million (4,200,000) (approximately $68,852 USD based on the Effective Rate), bearing interest at the rate of 15% per year, maturing on the October 18, 2014 and convertible into Shares of RYEL at the rate of Rs. 14.50 per Share (the “Debenture”). Amounts due under the Debenture are secured as a secondary (residual) charge against all of the assets of RYEL, registered as a second lien on all of RYEL’s assets that have been pledged to RYEL’s senior secured indebtedness and as a first lien on any other assets of RYEL’s that have not been so pledged. Pursuant to the Purchase Agreement, Pan Asia agreed to convert the Debenture at the first tranche of the First Closing.

Stockholders’ Agreement

In connection with the Purchase Agreement, the parties to the Purchase Agreement also entered into a stockholders’ agreement, dated October 28, 2013(the “Stockholders’ Agreement”). Generally, pursuant to the Stockholders’ Agreement, RYEL and the RYEL stockholders agreed to take all necessary or desirable actions within their control, to ensure that the number of directors constituting the board of directors of RYEL (each a “Director” and, collectively, the “Board”) is fixed and remains at all times at four (4), and that the following individuals are elected and continue to serve as Directors of the Board:

● one (1) individual designated by Pan Asia (an “Investor Director”), upon the completion of the First Closing or upon Pan Asia holding not less than 9.7% of the outstanding shares of Capital Stock of the Company;

● one (1) additional Investor Director upon the completion of the Second Closing or upon Pan Asia owning not less than 33.0% of the outstanding shares of Capital Stock of the Company; and

● two (2) additional Investor Directors, one upon the commencement of the Third Closing and the other upon the completion of the Third Closing, one of whom shall be the Chief Executive Officer of RYEL and shall serve the executive director of the Board (the “Executive Director”).

Upon the addition of each Investor Director, an existing director of the Board shall resign, effective immediately.

The Stockholders’ Agreement also grants Pan Asia certain pre-emptive rights to purchase equity of RYEL and contains customary restrictions on transfers, including rights of first offer, rights of first refusal, and tag along rights.

Escrow Agreement

In connection with the Purchase Agreement, the parties to the Purchase Agreement also entered into an escrow agreement, dated October 28, 2013 (the “Escrow Agreement”). Pursuant to the Escrow Agreement, the parties appointed Philip Magri, Esq. of The Magri Law Firm, PLLC as the escrow agent of the Transaction and to hold the purchase price and Shares in an attorney trust account and to disburse the funds and Shares in accordance with the Escrow Agreement.

“Small hydro” power generation facilities are a fast-growing component of India’s electricity generation sector. These projects typically comprise hydropower plants less than 25 MW and are different than traditional large-scale hydropower because they have a significantly reduced environmental impact. Small- and mini-hydro facilities are typically “run-of-the-river” power plants, which do not dam the water channel, thereby retaining a light environmental footprint on the channel hydrology and surrounding terrain. Various Indian states with small hydro potential have assessed their resource during the past two decades and in the last 5-10 years have been calling tenders for hundreds of mega-watts of such projects.

The Purchase Agreement, Debenture, Stockholders’ Agreement and Escrow Agreement are filed as exhibits to this Form 8-K and are incorporated by reference herein. The foregoing summary of the agreements is qualified in its entirety by the agreements filed herewith.

Pan Global and Pan Asia are represented by Philip Magri, Esq. of The Magri Law Firm, PLLC, a corporate and securities law firm. 

Item 7.01 Regulation FD Disclosure.

On October 29, 2013, Pan Global issued the Press Released included as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Stock Purchase Agreement, dated October 28, 2013, by and among Regency Yamuna Energy Limited, Mr. Arun Sharma, the Selling Stockholders and Pan Asia Infratech Corp.
10.2	15% Convertible Debenture of Regency Yamuna Energy Limited f/b/o Pan Asia Infratech Corp.
10.3	Stockholders’ Agreement, dated October 28, 2013, by and among Regency Yamuna Energy Limited, Mr. Arun Sharma, the Selling Stockholders and Pan Asia Infratech Corp.
10.4	Escrow Agreement, dated October 28, 2013, by and among Regency Yamuna Energy Limited, Mr. Arun Sharma, the Selling Stockholders, Pan Asia Infratech Corp. and Philip Magri, Esq.
99.1	Press Release issued October 29, 2013

* Filed Herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PAN GLOBAL, CORP.
Dated: October 29, 2013	By:	/s/ BHARAT VASANDANI
		Bharat Vasandani
		Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer)
		(Principal Financial and Accounting Officer)

EX-10.1

STOCK PURCHASE AGREEMENT

BY AND AMONG

REGENCY YAMUNA ENERGY LIMITED

(“RYEL” or the “Company”)

Mr. ARUN SHARMA

(the “Promoter”)

The RYEL Stockholders named herein

(the “Selling Stockholders”)

AND

PAN ASIA INFRATECH CORP.

(the “Buyer”)

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		5
ARTICLE II PURCHASE AND SALE		13
Section 2.01	Purchase and Sale.	13
Section 2.03	Transactions to be Effected at the Closing.	16
Section 2.04	Purchase Price Adjustment.	16
Section 2.05	Closing.	17
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY, PROMOTER AND EACH SELLING STOCKHOLDER		19
Section 3.01	Organization and Authority of Seller.	19
Section 3.02	Organization, Authority and Qualification of the Company.	20
Section 3.03	Capitalization.	20
Section 3.04	No Subsidiaries.	21
Section 3.05	No Conflicts; Consents.	21
Section 3.06	Financial Statements.	21
Section 3.07	Undisclosed Liabilities.	22
Section 3.08	Absence of Certain Changes, Events and Conditions.	22
Section 3.09	Material Contracts.	24
Section 3.10	Title to Assets; Real Property.	23
Section 3.11	Condition And Sufficiency of Assets.	26
Section 3.12	Intellectual Property.	26
Section 3.14	Accounts Receivable.	27
Section 3.16	Insurance	28
Section 3.17	Legal Proceedings; Governmental Orders.	28
Section 3.18	Compliance With Laws; Permits.	28
Section 3.19	Environmental Matters.	29
Section 3.20	Employee Benefit Matters.	30

STOCK PURCHASE AGREEMENT Page 2

Section 3.21	Employment Matters.	30
Section 3.22	Taxes.	31
Section 3.23	Books and Records.	32
Section 3.24	Brokers.	32
Section 3.25	Full Disclosure.	33
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER		33
Section 4.01	Organization and Authority of Buyer	33
Section 4.02	No Conflicts; Consents.	34
Section 4.03	Investment Purpose.	34
Section 4.04	Brokers.	34
Section 4.05	Sufficiency of Funds.	34
Section 4.06	Legal Proceedings.	34
ARTICLE V COVENANTS		35
Section 5.01	Conduct of Business Prior to the Closing.	35
Section 5.02	Access to Information.	35
Section 5.03	No Solicitation of Other Bids.	35
Section 5.04	Notice of Certain Events.	36
Section 5.06	Confidentiality.	37
Section 5.08	Governmental Approvals and Consents.	38
Section 5.09	Books and Records.	38
Section 5.10.	Closing Conditions.	39
Section 5.11	Public Announcements.	40
Section 5.12	Further Assurances.	40
ARTICLE VI TAX MATTERS		41
Section 6.01	Tax Covenants.	41
Section 6.03	Tax Indemnification.	41
Section 6.06	Contests.	42
Section 6.07	Cooperation and Exchange of Information.	42
Section 6.08	Tax Treatment of Indemnification Payments.	42
Section 6.09.	Survival.	42

STOCK PURCHASE AGREEMENT Page 3

Section 6.10	Overlap.	42
ARTICLE VII CONDITIONS TO CLOSING		43
Section 7.01	Conditions to Obligations of All Parties.	43
Section 7.02	Conditions to Obligations of Buyer.	43
Section 7.03	Conditions to Obligations of Seller.	45
ARTICLE VIII INDEMNIFICATION		46
Section 8.01	Survival.	46
Section 8.02	Indemnification By Seller.	46
Section 8.03	Indemnification By Buyer.	46
Section 8.04	Certain Limitations.	47
Section 8.05	Indemnification Procedures.	47
Section 8.06	Payments.	49
Section 8.07	Tax Treatment of Indemnification Payments.	50
Section 8.08	Effect of Investigation	50
Section 8.09	Exclusive Remedies.	50
ARTICLE IX TERMINATION		50
Section 9.01	Termination.	50
Section 9.02	Effect of Termination	51
ARTICLE X MISCELLANEOUS		52
Section 10.01	Expenses	52
Section 10.02	Notices.	52
Section 10.03	Interpretation.	52
Section 10.04	Headings.	53
Section 10.05	Severability.	53
Section 10.06	Entire Agreement.	53
Section 10.07	Successors and Assigns.	54
Section 10.08	No Third-party Beneficiaries.	54
Section 10.09	Amendment and Modification; Waiver.	54
Section 10.10	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.	54
Section 10.11	Specific Performance.	54
Section 10.12	Counterparts	55

STOCK PURCHASE AGREEMENT Page 4

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the Effective Date, is entered into between REGENCY YAMUNA ENERGY LIMITED, an India corporation (“RYEL” or the “Company”), MR. ARUN SHARMA (the “Promoter”), each of the stockholders of the Company listed on Exhibit A hereto (each and collectively with the Promoter, the “Selling Stockholder” or the “Selling Stockholders”), and PAN ASIA INFRATECH CORP., a Nevada corporation (the “Buyer”).

RECITALS

WHEREAS, the Company is commissioning a 5.7 MW (4.9 MW allotted) Small Hydro Project at Badyar, India having a valuation of Rs. 67.11 Cr. (the “Project”);

WHEREAS, the Selling Stockholders own 100% of the outstanding equity of the Company; and

WHEREAS, the Buyer wishes to invest an aggregate of Rs. 38.75 Cr. in the Company to enable the Company to restructure certain outstanding indebtedness, to fund the completion of the Project, and to purchase 100% of the outstanding equity of the Company, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I

Definitions

The following terms have the meanings specified or referred to in this Article I:

“Accountants” mean Independent Accountants.

“Acquisition Proposal” has the meaning set forth in Section 5.04(a).

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

STOCK PURCHASE AGREEMENT Page 5

“Agreement” has the meaning set forth in the preamble.

“Ancillary Agreements” means the Stockholders Agreement, the Escrow Agreement and the Convertible Debenture.

“Audited Financial Statements” has the meaning set forth in Section 3.06.

“Balance Sheet” has the meaning set forth in Section 3.06.

“Balance Sheet Date” has the meaning set forth in Section 3.06.

“Basket” has the meaning set forth in Section 8.04(a).

“Benefit Plan” has the meaning set forth in Section 3.20(a).

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New Delhi, India are authorized or required by Law to be closed for business.

“Buyer” has the meaning set forth in the preamble.

“Buyer Indemnitees” has the meaning set forth in Section 8.02.

“Cap” has the meaning set forth in Section 8.04(a).

“Capital Stock” has the meaning set forth in Section 3.03(a).

“Closing” has the meaning set forth in Section 2.06.

“Closing Adjustment” has the meaning set forth in Section 2.05(a)(ii).

“Closing Date” has the meaning set forth in Section 2.06.

“Closing Working Capital” means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

“Commercial Operation Date” means the date when the power generated is exported to the UPCL grid.

“Companies Act” means the Companies Act of 1956, as amended, promulgated by the government of India.

“Completion Date” means the date when the Project is complete and the communication for completion is sent to UERC/UPCL for their inspection of the Project.

STOCK PURCHASE AGREEMENT Page 6

“COD” or “Commercial Operation Date” means the date on which the power generated by the Project is exported to the UPCL grid.

“Code” means the Tax Code of India, as amended.

“Company” has the meaning set forth in the recitals.

“Company Intellectual Property” has the meaning set forth in Section 3.12(a).

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Convertible Debenture” means that certain convertible debenture payable by the Company for the benefit of the Buyer for the aggregate principal amount of Rs. 4,200,000 bearing interest at a rate of 15% (fifteen percent) per annum, commencing on the 90^th day after the date of issue, maturing on the first anniversary of the date of issue, and convertible at any time and from time to time into Common Shares of the Company by the Buyer at a rate of Rs. 14.50 per share, subject to adjustment in certain circumstances.

“Crore” or “Cr.” means 10 million Rupees.

“Current Assets” means cash and cash equivalents, accounts receivable, inventory and prepaid expenses, but excluding (a) the portion of any prepaid expense of which Buyer will not receive the benefit following the Closing, (b) deferred Tax assets and (c) receivables from any of the Company’s Affiliates, directors, employees, officers or stockholders and any of their respective Affiliates, determined in accordance with Section 3(c) of Section 211 of the Companies Act applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end.

“Current Liabilities” means accounts payable, accrued Taxes and accrued expenses, but excluding payables to any of the Company’s Affiliates, directors, employees, officers or stockholders and any of their respective Affiliates, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end.

“Direct Claim” has the meaning set forth in Section 8.05(c).

“Disclosure Schedules” means the Disclosure Schedules delivered by parties hereto concurrently with the execution and delivery of this Agreement.

“Disputed Amounts” has the meaning set forth in Section 2.05(b)(iii).

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“Dollars” or “$” means the lawful currency of the United States.

“Drop Dead Date” means the 90^th day after the commencement of the Third Closing, subject to the Buyer’s right to extend such date for an additional 90 days.

“Effective Date” means the date the last signatory executes this Agreement.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Attributes” means any emissions and renewable energy credits, energy conservation credits, benefits, offsets and allowances, emission reduction credits or words of similar import or regulatory effect (including emissions reduction credits or allowances under all applicable emission trading, compliance or budget programs, or any other federal, state or regional emission, renewable energy or energy conservation trading or budget program) that have been held, allocated to or acquired for the development, construction, ownership, lease, operation, use or maintenance of the Company as of: (i) the date of this Agreement; and (ii) future years for which allocations have been established and are in effect as of the date of this Agreement.

“Environmental Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.

“Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

STOCK PURCHASE AGREEMENT Page 8

“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“Escrow Agent” means The Magri Law Firm, PLLC having an office located at 2642 NE 9^th Avenue, Fort Lauderdale, FL 33334.

“Escrow Agreement” means that certain escrow agreement by and among the parties hereto and the Escrow Agent.

“Estimated Closing Working Capital” has the meaning set forth in Section 2.05(a)(i).

“Estimated Closing Working Capital Statement” has the meaning set forth in Section 2.05(a)(i).

“Financial Statements” has the meaning set forth in Section 3.06.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.

“IFCI” means IFCI Venture Capital Funds Limited.

“IFCI Convertible Debenture” means that certain convertible debenture issued by the Company to IFCI pursuant to the IFCI Investment Agreement.

“IFCI Investment Agreement” means that certain Investment Agreement, dated January 20, 2011, by and amount the Company, the Promoter, M/s. A. Power Himalayas, Ltd. and IFCI, as amended.

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“Implementation Agreement” means that certain Implementation Agreement, dated April 28, 2004, between The Governor of the State of Uttaranchal and the Company.

“Indemnified Party” has the meaning set forth in Section 8.05.

“Indemnifying Party” has the meaning set forth in Section 8.05.

“Independent Accountants” has the meaning set forth in Section 2.05(b)(iii).

“Intellectual Property” has the meaning set forth in Section 3.12(a).

“Balance Sheet” has the meaning set forth in Section 3.06.

“Balance Sheet Date” has the meaning set forth in Section 3.06.

“Knowledge” any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Company or the Selling Stockholder, after due inquiry.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” has the meaning set forth in Section 3.06.

“Licensed Intellectual Property” has the meaning set forth in Section 3.12(a).

“Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company, or (b) the ability of Selling Stockholder to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement, except pursuant to Section 3.05 and Section 5.09; (vi) any changes in applicable Laws or accounting rules, including Section 3(c) of Section 211 of the Companies Act ; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses.

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“Material Contracts” has the meaning set forth in Section 3.09(a).

“Pan Global” means Pan Global Corp., a Nevada corporation and the owner of 100% of the Buyer.

“Pan Global Preferred Stock” means a series of non-voting preferred stock, par value $0.0001 per share, of Pan Global to be designated by Pan Global and issued to the Promoter pursuant to this Agreement. The Pan Global Preferred Stock will receive dividend income equivalent to the dividend income paid on the Shares of the Company for which the Pan Global Preferred Stock is exchanged; payable on the same schedule as dividends are paid on the Shares.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 3.10(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Project” has the meaning set forth in the preamble having a valuation of Rs. 67.11 Cr.

“Promoter” means Mr. Arun Sharma S/O K.L. Sharma, resident of Regency Complex, River View Road, Shamsherpur, Paonta Sahib-173 025 (HP).

“Post-Closing Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

“Post-Closing Taxes” means Taxes of the Company for any Post-Closing Tax Period.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“Project” has the meaning set forth in the Recitals.

“Purchase Price” means an aggregate of Rs. 38.75 Crores.

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“Real Property” means the real property owned, leased or subleased by the Company, together with all buildings, structures and facilities located thereon.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Resolution Period” has the meaning set forth in Section 2.05(b)(ii).

“Review Period” has the meaning set forth in Section 2.05(b)(i).

“Rupees” or “Rs.” means the lawful currency of India.

“SBOP” means the State Bank of Patalia.

“SBOP Term Loan Credit Facility” means (i) SBOP Term Loan I; (ii) SBOP Term Loan II; (iii) SBOP Term Loan III; (iv) SBOP Term Loan IV and (v) SBOP Term Loan V in the aggregate amount of Rs. 258,841,358.25 as reflected on the Unaudited Balance Sheet of the Company at June 30, 2013.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, promulgated by the SEC.

“Selling Stockholder” or “Selling Stockholders” has the meaning set forth in the preamble.

“Selling Stockholder Indemnitees” has the meaning set forth in Section 8.03.

“Shares” has the meaning set forth in the recitals.

“Statement of Objections” has the meaning set forth in Section 2.05(b)(ii).

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Claim” has the meaning set forth in Section 6.03.

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“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third Party Claim” has the meaning set forth in Section 8.05(a).

“Tractebel” means Tractebel Engineering Pvt. Ltd.

“Transaction Documents” means this Agreement, the Ancillary Agreements, the documents required to be delivered by the Company and Selling Stockholder at each Closing pursuant to Section 7.02 of this Agreement and by the Buyer pursuant to Section 7.03 of this Agreement.

“UERC” means the Uttarakhand Electricity Regulatory Commission.

“UPCL” means Uttarakhand Power Corporation Limited.

“Undisputed Amounts” has the meaning set forth in Section 2.05(b)(iii).

“Union” has the meaning set forth in Section 3.21(b).

“UPCL” means Uttarakhand Power Corporation Limited.

Article II

Purchase and sale

Section 2.01 Project Valuation. The parties hereto agree that valuation of the Project is and shall remain Rs. 67.11 Cr. and upon the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, shall consist only of the Buyer’s aggregate investment of Rs. 38.75 Cr. (the “Purchase Price”) pursuant to this Agreement and the SBOP Term Credit Facility aggregating Rs. 28.36 Cr.

Section 2.02 Purchase and Sale. Subject to the terms and conditions set forth in this Agreement and the Ancillary Agreements contemplated hereby, the Buyer agrees to invest the Purchase Price in the Company as set forth below. All funds and Shares shall be placed by the respective parties in a separate attorney escrow account with the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement, attached hereto as Exhibit B, and the Company shall use the proceeds from each financing exclusively for the purposes set forth on the Use of Proceeds Schedule attached hereto as Exhibit D.

(a) Initial Financing: Upon the delivery of two originally executed copies of the this Agreement and the Stockholders Agreement and Escrow Agreement and one originally executed copy of the Note and a copy thereof, and the receipt by the Buyer of a delivery of a preliminary technical due diligence report by Tractebel, subject to the written satisfaction of the Buyer, the Buyer shall purchase from the Company a Convertible Debenture in the principal amount of Rs. 4,200,000 substantially in the form as Exhibit C attached hereto and convertible into an aggregate of 289,655 Shares (the “Convertible Debenture”). Buyer shall convert the Convertible Debenture upon First Closing – Step 1, First Tranche, as described below.

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(b) First Closing – Step One:

1. First Tranche: No later than five (5) Business Days of the issue date of Convertible Debenture, the Buyer shall purchase an aggregate of 331,034 Shares from the Company in consideration for an aggregate purchase price Rs. 4,800,000 subject to the Buyer’s receipt and written satisfaction of the following:

a.	A final technical due diligence report from Tractebel;
b.	A final financial due diligence report from Ernst & Young, LLP;
c.	A final legal due diligence report from Buyer’s counsel;
d.	Any required regulatory approvals and third party consents, on terms satisfactory to the Buyer, including in particular, consents from the following entities:

i.	SBOP in relation to the SBOP Term Loan Credit Facility, whereby SBOP expressly consents to the Company incurring the indebtedness and issuing additional equity pursuant to this Agreement; and
ii.	IFCI in relation to that certain IFCI Investment Agreement, whereby IFCI expressly consents to the Company incurring the indebtedness and issuing additional shares of equity pursuant to this Agreement.

2. Second Tranche: No later than (15) Business Days from the Closing Date of First Tranche, the Buyer shall purchase an aggregate of 620,690 Shares from the Company in consideration for an aggregate purchase price of Rs. 9,000,000.

3. Third Tranche: No later than ten (10) Business Days of the Closing Date of the Second Tranche and written confirmation by the Company, satisfactory to the Buyer, that construction of the Project is progressing according to schedule, the Buyer shall purchase an aggregate of 206,897 Shares from the Company in consideration for an aggregate purchase price of Rs. 3,000,000.

(c) First Closing – Step Two:

a. Buyer shall purchase an aggregate of 1,310,345 Shares from the Company in consideration for an aggregate purchase price of Rs. 19,000,000 no later than ten (10) Business Days of Buyer’s receipt of the following, subject to the written satisfaction by the Buyer:

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i. Written confirmation that this Agreement and the Ancillary Agreements have been properly filed with the federal or state courts in Uttarakhand or such other similar registration mechanism as agreed to by the Buyer and Company; and

ii. The financial statements of the Company for two prior fiscal years and the most recent interim period prepared in accordance with United States GAAP by Buyer’s accountants to be engaged by RYEL immediately upon Investor’s satisfactory completion of its due diligence investigation with fees payable by Buyer.

(d) Second Closing:

(i) No later than fifteen (15) Business Days of the COD and the Buyer’s receipt of (x) evidence, subject to the written satisfaction of the Buyer, that the Project has been connected to the UPLC power grid and is producing power in the normal course of operations; (y) the financial statements of the Company for the two prior fiscal years, prepared in accordance with United States GAAP and audited by a PCAOB-registered independent accountant, including an auditor’s reports and notes thereto; and (z) the unaudited financial statements for the Company for the latest interim period then ended, prepared in accordance with United States GAAP and reviewed by a PCAOB-registered independent accountant, the Buyer shall purchase (i) an aggregate of 758,621 Shares from the Company for an aggregate purchase price of Rs. 11,000,000; (ii) an aggregate of 6,137,931 Shares from the Selling Stockholders as listed on Exhibit A, in consideration for an aggregate purchase price of Rs. 89,000,000; and (iii) 1,230,542 Shares from the Promoter necessary to increase the Buyer’s equity ownership in the Company to 51% (the “Promoter Shares”) in consideration for shares of Pan Global Preferred Stock with a stated face value of Rs. 17,842,861.

(e) Third Closing:

(i) No later than ninety (90) days of the COD, the Buyer shall consummate a financing with a third party and have filed a registration statement on Form S-1, or such other appropriate form (the “Registration Statement”), with the United States Securities and Exchange Commission (“SEC”) therein registering an amount of Common Stock of Pan Global sufficient for the financing; and shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as possible.

(ii) No later than thirty (30) days after the date the SEC declares the Registration Statement to be effective under the Securities Act, the Buyer shall commence purchasing for an aggregate purchase price of Rs. 247,500,000 (adjusted up or down for the difference between Rs 38.75 Cr. and the Rupee value of prior payments calculated on the day of each prior payment):

(A) the remaining outstanding Shares (the “Remaining Shares”) from the Selling Stockholders and cash repurchase of the Pan Global Preferred Stock exchanged in the Second Closing for the purchase price of the Promoter Shares and any other liabilities other than the SBOP term loan or the indebtedness listed in Exhibit E; and either

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(B) the indebtedness of the Promoter and his associates listed on Exhibit E (listed therein as Unsecured Loans in the amounts of Rs. 55,572,337 and Rs. 13,109,000 (the “Indebtedness”)) attached hereto pursuant to a purchase agreement agreed to by the Company and the Promoter and other Unsecured Creditors; or

(C) the Shares issued upon the conversion of the Promoter’s debt and the other Unsecured Creditors,

(iii) The Buyer shall have ninety (90) days to fully consummate the Third Closing, resulting in the Buyer owning 100% of the outstanding equity of the Company and RYEL having no debt other than the SBOP term loan of Rs. 28.36 Cr., subject to the Buyer’s option to extend such ninety (90) day period by up to an additional ninety (90) days in its sole discretion (the “Drop Dead Date”).

Section 2.03 Promoter SBOP Personal Guarantee. Buyer shall promptly take all necessary actions to either substitute or release Promoter’s personal guarantee of the SBOP Term Loan Credit Facility as soon as necessary. In consideration for Promoter’s agreement to continue his personal guarantee of the SBOP Credit Term Facility for the time period from such required date to the date on which such substitution or release is effected, the Buyer agrees to pay Promoter an amount of Rupees equal to 1% (one percent) of the outstanding indebtedness under the SBOP Term Loan Credit Facility per annum, payable yearly.

Section 2.04 Transactions to be Effected at each Closing.

(a) At the Closing, Company and/or Selling Stockholder shall deliver to Buyer:

(i) stock certificates evidencing the Shares being purchased at that Closing, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto, registered in the name of the Buyer or its designee(s); and

(ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Company or Selling Stockholder at or prior to the Closing pursuant to Section 7.02 of this Agreement.

(b) At the Closing, Buyer shall deliver to Company and/or Selling Stockholder:

(i) the portion of the Purchase Price then due and payable in consideration for the Shares, subject to any Closing Adjustment pursuant to Section 2.05(a), by a wire transfer of immediately available funds to an account of Company and/or Selling Stockholder, as the case may be, designated in writing by Company and/or Selling Stockholder, to Buyer no later than two (2) Business Days prior to the Closing Date; and

(ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.

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Section 2.05 Purchase Price Adjustment.

(a)Closing Adjustment.

(i) At least three (3) Business Days before the Closing, Company shall prepare and deliver to Buyer an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), which shall include the Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with Section 3(c) of Section 211 of the Companies Act applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.

(ii) The “Closing Adjustment” shall be an amount equal to that portion of the interest on the secured and unsecured liabilities of the Company incurred before the Commercial Operation Date, or any other advances of a similar nature, to the percentage of equity transferred to the Buyer and the Buyer’s holding period of such equity under the phased acquisition described herein and any other material adverse findings by the Buyer regarding the Company and Project during its due diligence investigation.

(iii) The Purchase payment shall be adjusted to reflect the Closing Adjustment. If the Closing Adjustment is a positive number, the Purchase Price shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount of the Closing Adjustment.

(b) Examination and Review.

(i) Examination. After receipt of the Estimated Closing Working Capital Statement, Buyer shall have 30 days (the “Review Period”) to review the Estimated Closing Working Capital Statement. During the Review Period, Buyer and Buyer’s Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Company and /or Company’s Accountants to the extent that they relate to the Estimated Closing Working Capital Statement and to such historical financial information (to the extent in Company’s possession) relating to the Estimated Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Estimated Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of the Company.

(ii) Objection. On or prior to the last day of the Review Period, Buyer may object to the Estimated Closing Working Capital Statement by delivering to Buyer a written statement setting forth Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for Buyer’s disagreement therewith (the “Statement of Objections”). If Buyer fails to deliver the Statement of Objections before the expiration of the Review Period, the Estimated Closing Working Capital Statement and the Closing Adjustment, as the case may be, reflected in the Estimated Closing Working Capital Statement shall be deemed to have been accepted by Buyer. If Buyer delivers the Statement of Objections before the expiration of the Review Period, Buyer, Company and Selling Stockholder shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Adjustment and the Estimated Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Company and Selling Stockholder, shall be final and binding.

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(iii) Resolution of Disputes. If Company and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) Buyer and Selling Stockholder shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Company’s Accountants, Selling Stockholder’s Accountants or Buyer’s Accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Closing Adjustment, as the case may be, and the Estimated Closing Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Estimated Closing Working Capital Statement and the Statement of Objections, respectively.

(iv) Fees of the Independent Accountants. Company and Selling Stockholder shall jointly and severally pay a portion of the fees and expenses of the Independent Accountants equal to 100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountants that are resolved in favor of Buyer (that being the difference between the Independent Accountants’ determination and Selling Stockholder’s determination) and the denominator of which is the total amount of Disputed Amounts submitted to the Independent Accountants (that being the sum total by which Buyer’s determination and Selling Stockholder’s determination differ from the determination of the Independent Accountants). Buyer shall pay that portion of the fees and expenses of the Independent Accountants that Company and Selling Stockholder are not required to pay hereunder.

(v) Determination by Independent Accountants. The Independent Accountants shall make a determination as soon as practicable within 10 Business Days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Estimated Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

(vi) Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five Business Days of acceptance of the applicable Estimated Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Selling Stockholder, as the case may be. The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to the date of payment at a rate per annum equal to 18%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.

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(c) Adjustments for Tax Purposes. Any payments made pursuant to Section 2.05 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Section 2.06 Closing. Subject to the terms and conditions of this Agreement, each closing (each a “Closing”) shall take place no later than two (2) Business Days after the last of the conditions prior to each Closing set forth in Article VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at such time, date and place as Company, Selling Stockholder and Buyer may mutually agree upon (the day on which each Closing takes place being a “Closing Date”).

Article III

Representations and warranties of Company, Promoter and each Selling Stockholder

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Company, Promoter and each Selling Stockholder jointly and severally represent and warrant to Buyer that the statements contained in this Article III are true and correct as of the Effective Date and shall be true and correct through each Closing Date as if made on such date.

Section 3.01 Authority of Company and Selling Stockholder.

(a)The Company has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Company is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Company of this Agreement and any other Transaction Document to which Company is a party, the performance by Company of its obligations hereunder and thereunder and the consummation by Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Company. This Agreement has been duly executed and delivered by Company, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes a legal, valid and binding obligation of Company enforceable against Company in accordance with its terms. When each other Transaction Document to which Company is or will be a party has been duly executed and delivered by Company (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Company enforceable against it in accordance with its terms.

(b) Selling Stockholder has full power and authority to enter into this Agreement and the other Transaction Documents to which Selling Stockholder is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Selling Stockholder of this Agreement and any other Transaction Document to which Selling Stockholder is a party, the performance by Selling Stockholder of its obligations hereunder and thereunder and the consummation by Selling Stockholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Selling Stockholder. This Agreement has been duly executed and delivered by Selling Stockholder, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes a legal, valid and binding obligation of Selling Stockholder enforceable against Company in accordance with its terms. When each other Transaction Document to which Selling Stockholder is or will be a party has been duly executed and delivered by Selling Stock (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Selling Stockholder enforceable against it in accordance with its terms.

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Section 3.02 Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of India and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company is licensed or qualified to do business in India, and the Company is duly licensed or qualified to do business and is in good standing in India and each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All corporate actions taken by the Company in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing.

Section 3.03 Capitalization.

(a) As of the date of this Agreement, there are an aggregate of 17,827,297 common shares, with a face value of INR 10, issued and outstanding. The Company has or will amend its charter documents to have a sufficient amount of authorized capital stock to consummate the transactions contemplated by this Agreement. All of the outstanding Shares have been duly authorized, are validly issued, fully paid and non-assessable shares of capital stock of the Company, and are owned of record by the holders thereof, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Shares purchased from the Company and the Selling Stockholder, free and clear of all Encumbrances and the Shares shall be deemed to be duly authorized, are validly issued, fully paid and non-assessable shares of capital stock of the Company.

(b) All of the outstanding Shares were issued in compliance with applicable Laws. None of the outstanding Shares were issued in violation of any agreement, arrangement or commitment to which Selling Stockholder or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.

(c) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Capital Stock of the Company or obligating Selling Stockholder or the Company to issue or sell any shares of Capital Stock of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

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(d) When the Buyer purchases Shares directly from the Company, the Shares will be issued not be issued in violation of any agreement, arrangement or commitment to which Selling Stockholder or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. Such Shares will have been duly authorized, validly issued, fully paid and non-assessable, and will be owned of record and beneficially by the Buyer, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own such Shares purchased from the Company, free and clear of all Encumbrances.

Section 3.04 No Subsidiaries. The Company does not own, or have any interest in any shares or have an ownership interest in any other Person.

Section 3.05 No Conflicts; Consents. The execution, delivery and performance by the Company and Selling Stockholder of this Agreement and the other Transaction Documents to which each is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Selling Stockholder or the Company; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Selling Stockholder or the Company is a party or by which Selling Stockholder or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Selling Stockholder or the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

Section 3.06 Financial Statements. Complete copies of the Company’s audited financial statements consisting of the balance sheet of the Company as at March 31^st in each of the years 2008 to 2013 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Audited Financial Statements”), and the unaudited balance sheet (the “Balance Sheet,” and together with the Audited Financial Statements, the “Financial Statements”) of the Company as at June 30, 2013 (the “Balance Sheet Date”) have been delivered to Buyer. The Financial Statements have been prepared in accordance with Section 3(c) of Section 211 of the Companies Act applied on a consistent basis throughout the period involved, subject, in the case of the Balance Sheet, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The Company maintains a standard system of accounting established and administered in accordance with Section 3(c) of Section 211 of the Companies Act.

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Section 3.07 Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”), except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Section 3.08 Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b) amendment of the charter, by-laws or other organizational documents of the Company;

(c) split, combination or reclassification of any shares of its capital stock;

(d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;

(e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its Capital Stock;

(f) material change in any method of accounting or accounting practice of the Company, except as required by Section 3(c) of Section 211 of the Companies Act or as disclosed in the notes to the Financial Statements;

(g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h) entry into any Contract that would constitute a Material Contract;

(i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;

(j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;

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(k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property;

(l) material damage, destruction or loss (whether or not covered by insurance) to its property;

(m) any capital investment in, or any loan to, any other Person;

(n) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;

(o) any material capital expenditures;

(p) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;

(q) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $25,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant;

(r) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;

(s) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees;

(t) entry into a new line of business or abandonment or discontinuance of existing lines of business;

(u) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(v) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000, individually (in the case of a lease, per annum) or $25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;

(w) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;

(x) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or

(y) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

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Section 3.09 Material Contracts.

(a) Section 3.09(a) of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.10(b) of the Disclosure Schedules (“Material Contracts”):

(i) each Contract of the Company involving aggregate consideration in excess of $5,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 30 days’ notice;

(ii) all Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;

(iii) all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other Liability of any Person;

(iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);

(v) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the Company is a party;

(vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without material penalty or without more than 30 days’ notice;

(vii) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of the Company;

(viii) all Contracts with any Governmental Authority to which the Company is a party;

(ix) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time;

(x) any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company;

(xi) all Contracts between or among the Company on the one hand and Company or any Affiliate of Company (other than the Company) on the other hand;

(xii) all collective bargaining agreements or Contracts with any Union to which the Company is a party; and

(xiii) any other Contract that is material to the Company and not previously disclosed pursuant to this Section 3.09.

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(b) Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the Company or, to Company’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.

Section 3.10 Title to Assets; Real Property.

(a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;

(ii) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet;

(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company;

(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company; or

(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company.

(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Selling Stockholder has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Selling Stockholder or the Company and relating to the Real Property. With respect to leased Real Property, Selling Stockholder has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions pending nor, to the Selling Stockholder’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

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Section 3.11 Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted.

Section 3.12 Intellectual Property.

(a) The Company does not own, license or sublicense any Intellectual Property. “Intellectual Property” means all of the following and similar intangible property and related proprietary rights, interests and protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, including such property that is owned by the Company (“Company Intellectual Property”) and that in which the Company holds exclusive or non-exclusive rights or interests granted by license from other Persons, including the Selling Stockholder (“Licensed Intellectual Property”):

(i) trademarks, service marks, trade names, brand names, logos, trade dress and other proprietary indicia of goods and services, whether registered or unregistered, and all registrations and applications for registration of such trademarks, including intent-to-use applications, all issuances, extensions and renewals of such registrations and applications and the goodwill connected with the use of and symbolized by any of the foregoing;

(ii) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority;

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(iii) original works of authorship in any medium of expression, whether or not published, all copyrights (whether registered or unregistered), all registrations and applications for registration of such copyrights, and all issuances, extensions and renewals of such registrations and applications;

(iv) confidential information, formulas, designs, devices, technology, know-how, research and development, inventions, methods, processes, compositions and other trade secrets, whether or not patentable; and

(v) patented and patentable designs and inventions, all design, plant and utility patents, letters patent, utility models, pending patent applications and provisional applications and all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations and renewals of such patents and applications.

Section 3.13 Inventory. The Company does not have any inventory, whether raw materials, work-in-process or finished goods.

Section 3.14 Accounts Receivable. The accounts receivable reflected on the Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Balance Sheet or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Balance Sheet or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company have been determined in accordance with Section 3(c) of Section 211 of the Companies Act, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Section 3.15 Customers and Suppliers.

(a) The Company does not have any customers who has paid aggregate consideration to the Company for goods or services rendered in an amount greater than or equal to $50,000 for each of the two most recent fiscal years (collectively, the “Material Customers”).

(b) Section 3.15(b) of the Disclosure Schedules sets forth (i) each supplier to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to $50,000 for each of the two most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth in Section 3.15(b) of the Disclosure Schedules, the Company has not received any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.

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Section 3.16 Insurance. Section 3.16 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability and other casualty and property insurance maintained by Company or its Affiliates (including the Company) and relating to the assets, business, operations, employees, officers and directors of the Company (collectively, the “Insurance Policies”) and true and complete copies of such Insurance Policies have been made available to Holder. Such Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the transactions contemplated by the Note. Neither the Company nor any of its Affiliates (including the Company) has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company. All such Insurance Policies (a) are valid and binding in accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. Except as set forth on Section 3.16 of the Disclosure Schedules, there are no claims related to the business of the Company pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. None of Company or any of its Affiliates (including the Company) is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company and are sufficient for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound.

Section 3.17 Legal Proceedings; Governmental Orders.

(a) There are no Actions pending or, to Selling Stockholder’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Selling Stockholder or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Selling Stockholder or any Affiliate of Selling Stockholder that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Section 3.18 Compliance With Laws; Permits.

(a) The Company has complied, and is now complying, with all Laws applicable to it or its business, properties or assets.

(b) All Permits required for the Company to conduct its business have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Permits as of the Effective Date have been paid in full. Section 3.18(b) of the Disclosure Schedules lists all current Permits issued to the Company, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.18(b) of the Disclosure Schedules.

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Section 3.19 Environmental Matters.

(a) The Company is currently and has been in compliance with all Environmental Laws and has not, and the Company has not, received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.

(b) The Company has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section 3.19(b) of the Disclosure Schedules) necessary for the ownership, lease, operation or use of the business or assets of the Company and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by the Company through the Closing Date in accordance with Environmental Law, and neither Selling Stockholder nor the Company is aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the ownership, lease, operation or use of the business or assets of the Company as currently carried out. With respect to any such Environmental Permits, Company has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same, and neither the Company nor the Selling Stockholder is aware of any condition, event or circumstance that might prevent or impede the transferability of the same, nor have they received any Environmental Notice or written communication regarding any material adverse change in the status or terms and conditions of the same.

(c) There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets of the Company or any real property currently or formerly owned, operated or leased by the Company, and neither the Company nor Selling Stockholder has received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Company (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Selling Stockholder or the Company.

(d) There are no active or abandoned aboveground or underground storage tanks owned or operated by the Company.

(e) There are no off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by the Company or any predecessors as to which the Company may retain liability.

(f) The Company has not retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental Law.

(g) Company has provided or otherwise made available to Buyer: (i) all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the business or assets of the Company or any currently or formerly owned, operated or leased real property which are in the possession or control of the Selling Stockholder or Company related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).

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(h) Neither the Selling Stockholder nor the Company is aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the business or assets of the Company as currently carried out.

(i) There are no Environmental Attributes nor has the Company entered into any contract or pledge to transfer, lease, license, guarantee, sell, mortgage, pledge or otherwise dispose of or encumber any Environmental Attributes as of the Effective Date.

Section 3.20 Employee Benefit Matters.

(a) There are no pension, benefit, retirement, compensation, profit-sharing, deferred compensation, incentive, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each employee benefit plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of the Company or any spouse or dependent of such individual, or under which the Company has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”).

(b) Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) limit or restrict the right of the Company to merge, amend or terminate any Benefit Plan; or (iv) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan.

Section 3.21 Employment Matters.

(a) Section 3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Company as of the Effective Date, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the Effective Date. All compensation, including wages, commissions and bonuses, payable to employees, independent contractors or consultants of the Company for services performed on or prior to the Effective Date have been paid in full (or accrued in full on the audited balance sheet contained in the Estimated Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions or bonuses.

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(b) The Company is not, and has not been for the past three years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past three years, any Union representing or purporting to represent any employee of the Company, and, to Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining.

(c) There are no Actions against the Company pending, or to the Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment related matter arising under applicable Laws.

Section 3.22 Taxes.

(a) All Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b) The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c) No claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.

(d) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company.

(e) The amount of the Company’s Liability for unpaid Taxes for all periods ending on or before March 31, 2013 does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Financial Statements. The amount of the Company’s Liability for unpaid Taxes for all periods following the end of the recent period covered by the Financial Statements shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of the Company (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).

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(f) All deficiencies asserted, or assessments made, against the Company as a result of any examinations by any taxing authority have been fully paid.

(g) The Company is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.

(h) Company has delivered to the Buyer copies of all Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by, the Company for all Tax periods ending after 2007.

(i) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.

(j) The Company is not a party to, or bound by, any Tax indemnity, Tax-sharing or Tax allocation agreement.

(k) The Company is not a party to, or bound by, any closing agreement or offer in compromise with any taxing authority.

(l) No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Company.

(m) The Company has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. The Company has no Liability for Taxes of any Person (other than the Company) under the income tax laws of India as transferee or successor, by contract or otherwise.

(n) There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits or similar items of the Company.

Section 3.23 Books and Records. The minute books and stock record books of the Company, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, the board of directors and any committees of the board of directors of the Company, and no meeting, or action taken by written consent, of any such stockholders, board of directors or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.

Section 3.24 Brokers. Except for Deodar Advisory LLP, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of the Company and the Selling Stockholder.

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Section 3.25 Implementation Agreement Stipulation. Pursuant to the Companies Act or other applicable Law promulgated by the Government Authority in India, Section 5.1.23 of the Implementation Agreement therein specifically stipulating that “Unless otherwise permitted by the Government, the aggregate equity contribution of the Company/Promoter of the allottee Company/Consortium to which the Project was initially allotted shall not be less than 51% (fifty one percent) during the Construction Period and until 2 (two) years following the commencement of Commercial Operations” has been made void and is of no legal import or consequence, nor does it prohibit, in any way whatsoever, the Company, Promoter and Selling Stockholders from executing and delivering this Agreement and the other Transaction Documents and taking any actions in furtherance of consummating the transactions contemplated hereby and thereby.

Section 3.26 Power Purchase Agreement. Within thirty (30) days of the COD, the Company shall qualify under UERC’s notification, dated April 15, 2013, to sign a new Power Purchase Agreement for a thirty five (35) year term at a gross tariff (defined as prior to accelerated depreciation) at a rate of Rs. 4.27 per kilo-watt hour.

Section 3.27 Full Disclosure. No representation or warranty by Company and Selling Stockholder in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

Article IV
Representations and warranties of buyer

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Buyer represents and warrants to the Company and Selling Stockholder that the statements contained in this Article IV are true and correct as of the Effective Date and shall be true and correct through each Closing Date as if made on such date.

Section 4.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of State of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. Each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

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Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under any Contract to which Buyer is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Company in connection with the execution and delivery of the Convertible Debenture and the consummation of the transactions contemplated thereby, except notification to the Reserve Bank of India (“RBI”) under the Foreign Exchange regulations of India.

Section 4.03 Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.

Section 4.05 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

Section 4.06 Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

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Article V

 Covenants

Section 5.01 Conduct of Business Prior to the Closing. From the Effective Date until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Company shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date until the final Closing Date, the Company, Promoter and Selling Stockholders shall:

(a) cause the Company to preserve and maintain all of its Permits;

(b) cause the Company to pay its debts, Taxes and other obligations when due;

(c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

(d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;

e) cause the Company to defend and protect its properties and assets from infringement or usurpation;

(f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business;

(g) cause the Company to maintain its books and records in accordance with past practice;

(h) cause the Company to comply in all material respects with all applicable Laws; and

(i) cause the Company not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.

Section 5.02 Memorandum and Articles of Association. Prior to the First Closing, the Company shall take all necessary actions to amend the Company’s Memorandum and Articles of Association to allow the Company to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

Section 5.03 Access to Information. From the Effective Date until the Closing, Company shall (a) afford Buyer and its Representatives full and free access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Selling Stockholder and the Company to cooperate with Buyer in its investigation of the Company. Without limiting the foregoing, Company shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and the Real Property. Any investigation pursuant to this Section 5.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Selling Stockholder in this Agreement.

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Section 5.04 No Solicitation of Other Bids.

(a) Selling Stockholder shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Selling Stockholder shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.

(b) In addition to the other obligations under this Section 5.04, Company and Selling Stockholder shall promptly (and in any event within three Business Days after receipt thereof by Company, Selling Stockholder or their respective Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.

(c) Company and Selling Stockholder agree that the rights and remedies for noncompliance with this Section 5.04 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

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Section 5.05 Notice of Certain Events.

(a) From the Effective Date until the Closing, Company shall promptly notify Buyer in writing of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Selling Stockholder hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;

(ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(iv) any Actions commenced or, to Selling Stockholder’s Knowledge, threatened against, relating to or involving or otherwise affecting Selling Stockholder or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.17 or that relates to the consummation of the transactions contemplated by this Agreement.

(b) Buyer’s receipt of information pursuant to this Section 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Selling Stockholder in this Agreement (including Section 8.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Section 5.06 Board Seats. The Board of Directors of the Company shall be comprised of four (4) directors as follows:

(a) Upon the consummation of the First Closing, the Board of Directors of the Company shall appoint one person designated by the Buyer as a member of the Board of Directors (an “Investor Director”).

(b) Upon the consummation of the Second Closing, the Board of Directors of the Company shall appoint a second Investor Director as a member of the Board of Directors.

(c) Upon the commencement of the Third Closing, the Board of Directors of the Company shall appoint a third Investor Director as a member of the Board of Directors.

(d) Upon the completion of the Third Closing, the Board of Directors of the Company shall appoint a fourth Investor Director designated by the Buyer as a member of the Board of Directors.

Section 5.07 Use of Proceeds. The Company agrees agree to allocate the net proceeds from each Closing as set forth in this Agreement and on Use of Proceeds Schedule attached hereto as Exhibit D.

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Section 5.08 Confidentiality. From and after the First Closing, Company and Selling Stockholder shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Company, except to the extent that Selling Stockholder can show that such information (a) is generally available to and known by the public through no fault of Company, Selling Stockholder, any of their respective Affiliates or Representatives; or (b) is lawfully acquired by Company, Selling Stockholder, any of their respective Affiliates or Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Company or Selling Stockholder or any of their respective Affiliates or Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Company and Selling Stockholder shall promptly notify Buyer in writing and shall disclose only that portion of such information which Company or Selling Stockholder is advised by its counsel in writing is legally required to be disclosed, provided that Company and Selling Stockholder shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

Section 5.09 Governmental Approvals and Consents

(a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

(b) Selling Stockholder shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05 of the Disclosure Schedules.

(c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to:

(i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any agreement or document contemplated hereby, including any Transaction Document;

(ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any agreement or document contemplated hereby, including any Transaction Document; and

(iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any agreement or document contemplated hereby, including any Transaction Document, has been issued, to have such Governmental Order vacated or lifted.

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(d) If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, Selling Stockholder shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Selling Stockholder shall use its reasonable best efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if Selling Stockholder provides such rights and benefits, the Company shall assume all obligations and burdens thereunder.

(e) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Selling Stockholder or the Company with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact.

(f) Notwithstanding the foregoing, nothing in this Section 5.09 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

Section 5.10 Books and Records.

(a) In order to facilitate the resolution of any claims made against or incurred by Company or Promoter prior to the Closing, or for any other reasonable purpose, for a period of three years after the Closing, Buyer shall:

(i) retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company; and

(ii) upon reasonable notice, afford the Representatives of Promoter reasonable access (including the right to make, at Selling Stockholder’s expense, photocopies), during normal business hours, to such books and records;

provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in Article VI.

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(b) In order to facilitate the resolution of any claims made by or against or incurred by Buyer or the Company after the Closing, or for any other reasonable purpose, for a period of five years following the Closing, Promoter shall:

(i) retain the books and records (including personnel files) of Promoter which relate to the Company and its operations for periods prior to the Closing; and

(ii) upon reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records;

provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in Article VI.

(c) Neither Buyer nor Promoter shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 5.10 where such access would violate any Law.

Section 5.11 Closing Conditions From the Effective Date until the last Closing, each party hereto shall, and Promoter shall cause the Company to, use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VII hereof.

Section 5.12 Public Announcements. Unless otherwise required by applicable Law, the Company, Promoter and Selling Stockholder shall not make any public announcements with respect of this Agreement and other Transaction Documents and the transactions contemplated hereby or thereby or otherwise communicate with any news media without the prior written consent of the Buyer (which consent shall not be unreasonably withheld or delayed), and the disclosing parties shall cooperate as to the timing and contents of any such announcement.

Section 5.13 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 5.14 Debt. Commencing on the Closing Date of the Second Closing, the Promoter shall not convert any Promoter Debt into Shares (or any other securities) of the Company, nor shall the Company convert any other debt into Shares (or any other securities) of the Company without the prior written consent of Buyer.

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Article VI

Tax matters

Section 6.01 Tax Covenants.

(a) Without the prior written consent of Buyer, Selling Stockholder (and, prior to the Closing, the Company, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or the Company in respect of any Post-Closing Tax Period. Selling Stockholder agrees that Buyer is to have no liability for any Tax resulting from any action of Selling Stockholder, the Company, its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer (and, after the Closing Date, the Company) against any such Tax or reduction of any Tax asset.

(b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Selling Stockholder when due. Selling Stockholder shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Section 6.02 Tax Indemnification. Except to the extent treated as a liability in the calculation of Closing Working Capital, Selling Stockholder shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.21(a); (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Selling Stockholder shall reimburse Buyer for any Taxes of the Company that are the responsibility of Selling Stockholder pursuant to this Section 6.02 within ten Business Days after payment of such Taxes by Buyer or the Company.

Section 6.03 Contests. Buyer agrees to give written notice to Selling Stockholder of the receipt of any written notice by the Company, Buyer or any of Buyer’s Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Buyer pursuant to this Article VI (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder. Buyer shall control the contest or resolution of any Tax Claim; provided, however, that Buyer shall obtain the prior written consent of Selling Stockholder (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that Selling Stockholder shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Selling Stockholder.

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Section 6.04 Cooperation and Exchange of Information. Selling Stockholder and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Selling Stockholder and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, Selling Stockholder or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.

Section 6.05 Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Section 6.06 Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.21(a) and this Article VI shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days.

Section 6.07 Overlap. To the extent that any obligation or responsibility pursuant to Article VIII may overlap with an obligation or responsibility pursuant to this Article VI, the provisions of this Article VI shall govern.

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Article VII

Conditions to closing

Section 7.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Second Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) Company and Selling Stockholder shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to other parties, and no such consent, authorization, order and approval shall have been revoked.

Section 7.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of the Company, Promoter and Selling Stockholders contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Selling Stockholder contained in Section 3.01, Section 3.02, Section 3.03, Section 3.06 and Section 3.24 shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) The Company, Promoter and Selling Stockholders shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Second Closing Date.

(c) No Action shall have been commenced against Buyer, Selling Stockholder or the Company, which would prevent the Second Closing.

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(d) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect as of the Second Closing, which restrains or prohibits any transaction contemplated hereby.

(e) All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Second Closing.

(f) From the Effective Date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.

(g) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer.

(h) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 7.02(a) (and for the Second Closing, Section 7.02(b)) have been satisfied.

(i) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) or statutory auditors of Company certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(j) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Company or statutory auditors of the company certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.

(k) Company shall have delivered to Buyer a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.

(l) If applicable for the Closing, the Company shall have delivered, or caused to be delivered, to Buyer stock certificates evidencing the Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed.

(m) Company shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(n) Prior to the completion of the Third Closing, the Company shall have satisfied all outstanding indebtedness of the Company other than the secured loan from SBOP and other indebtedness agreed to in writing by the Buyer.

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Section 7.03 Conditions to Obligations of the Company, Promoter and Selling Stockholders. The obligations of the Company, Promoter and Selling Stockholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Company’s or Selling Stockholder’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date.

(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Second Closing Date.

(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect as of Second Closing, which restrains or prohibits any material transaction contemplated hereby.

(d) All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Selling Stockholder at or prior to the Second Closing.

(e) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Selling Stockholder.

(f) Company shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) (and for the Second Closing, Section 7.03(b)) have been satisfied.

(g) Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(h) Buyer shall have delivered to the Company and Selling Stockholder such other documents or instruments as the Company and Selling Stockholder reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

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Article VIII

Indemnification

Section 8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (other than any representations or warranties contained in Section 3.21(a) which are subject to Article VI) shall survive the Closing and shall remain in full force and effect until the date that is three years from the Closing Date; provided, that the representations and warranties in Section 3.01, Section 3.03, Section 3.19, Section 3.24, Section 4.01 and Section 4.04 shall survive indefinitely and the representations and warranties in Section 3.20 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All covenants and agreements of the parties contained herein (other than any covenants or agreements contained in Article VI which are subject to Article VI) shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Section 8.02 Indemnification By Selling Stockholders. Subject to the other terms and conditions of this Article VIII, Selling Stockholders shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Company and Selling Stockholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of Company and Selling Stockholder pursuant to this Agreement (other than in respect of Section 3.21(a), it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Company and Selling Stockholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI).

Section 8.03 Indemnification By Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Selling Stockholder and its Affiliates and their respective Representatives (collectively, the “Selling Stockholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Selling Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

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(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI).

Section 8.04 Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

(a) Selling Stockholders shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds 10% of the Purchase Price (the “Basket”), in which event Selling Stockholder shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Selling Stockholder shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the Purchase Price (the “Cap”).

(b) Buyer shall not be liable to the Selling Stockholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.

(c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.19, Section 3.20, Section 3.24, Section 4.01 and Section 4.04.

(d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Section 8.05 Indemnification Procedures. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”.

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(a) Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Selling Stockholder, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Selling Stockholder and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.08) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

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(b) Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(c) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(d) Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.21(a) hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

Section 8.06 Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 20%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.

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Section 8.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 8.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.

Section 8.09 Exclusive Remedies. Subject to Section 10.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in Article VI and this Article VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in Article VI and this Article VIII. Nothing in this Section 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or intentional misconduct.

Article IX
Termination

Section 9.01 Termination. This Agreement may be terminated at any time prior to the Drop Dead Date:

(a) by the unanimous written consent of the parties;

(b) by Buyer by written notice to Company and Promoter if:

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(i) Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Company or Selling Stockholder pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Company or Selling Stockholder within ten days of Company’s or Selling Stockholder’s receipt of written notice of such breach from Buyer;

(ii) any of the conditions set forth in Section 7.01 or Section 7.02 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or

(iii) if the Company or the Selling Stockholders fail or refuse to consummate all of the transactions contemplated hereby by the Drop Dead Date.

(c) by Company or Selling Stockholder by written notice to Buyer if:

(i) Company or Selling Stockholder is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Buyer within ten days of Buyer’s receipt of written notice of such breach from Selling Stockholder; or

(ii) any of the conditions set forth in Section 7.01 or Section 7.03 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of the Company or Selling Stockholder to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or

(d) by Buyer, Company or Selling Stockholder in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

Section 9.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article:

(a) the Pan Global Preferred Stock issued pursuant to Section 2.01(b), if any, shall be exchanged by the Promoter for the Promoter Shares;

(b) this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

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(i) as set forth in this Article IX and Section 5.08 and Article X hereof; and

(ii) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

(c) Notwithstanding anything contained herein to the contrary, upon the termination of this Agreement, Buyer shall retain such proportionate equity interest in the Project (“Retained Interest”) based on funds invested by Buyer in relation to the total equity of the Project;provided, however, if in the event the termination of the Agreement is by the Company or Selling Stockholder pursuant to under Section 9.01(b), the Company shall pay Buyer 18% annualized interest, due monthly, on Buyer’s invested capital in the Project and provided further, that notwithstanding anything contained herein to the contrary, the Buyer shall have the right to require the Company to repurchase all the equity of the Company (“Put Option”) purchased by the Buyer as of the date of termination for 125% of the Purchase Price paid by Buyer as of the Drop Dead Date; in the event Buyer invokes its Put Option, the Company shall have 30 days to complete its repurchase; after 30 days additional penalty interest of 1% per month shall be due.

Article X
Miscellaneous

Section 10.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided, however, Promoter and/or Selling Stockholder shall pay all amounts payable to Deodar Advisory LLP and other brokers or finders retained by them.

Section 10.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.01):

If to Company: Regency Yamuna Energy Limited Regency Complex, River View Road Shamsherpur, Paonta Sahib-173 025 (HP)   Telephone: +91-1704-223431, 224431 Facsimile: +91-1704-222645 E-mail: aphregency@yahoo.co.in  

with a copy to:	Attention: Sh. Arun Sharma Sh. Rajeev Walia (rkwalia7777@gmail.com), Mobile : +91-9418049977
If to Promoter:	Mr. Arun Sharma Regency Complex River View Road Shamsherpur, Paonta Sahib-173 025 (HP). Telephone: +91-1704-223778 Facsimile:+91-1704-222645 E-mail: arunsharma5000@rediffmail.com
with a copy to:	Sh. Amitabh Sharma (skihimalayas@gmail.com, Mobile : +91-98160-55555)
If to Buyer:	Pan Asia Infratech, Corp. c/o Pan Global, Corp. 123 W. Nye Lane, Suite 455 Carson City, Nevada 89706 Attention of: Bharat Vasandani Telephone: (888) 983-1623
with a copy to:	The Magri Law Firm, PLLC 2642 NE 9th Avenue Fort Lauderdale, FL 33334 USA Direct: (954) 303-8027 T: (646) 502-5900 F: (646) 836-9200 pmagri@magrilaw.com www.magrilaw.com Attention: Philip Magri, Esq.

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Section 10.03 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 10.04 Force Majeure. None of the parties shall be liable or responsible to the other parties, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or Ancillary Document, when and to the extent such failure or delay is caused by: (a) natural calamities and other acts of God; (b) flood, fire or explosion; (c) war, terrorism, invasion, riot or other civil unrest; (d) embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency;(f) strikes, lock-outs, labor stoppages or slowdowns or other industrial disturbances;(g) any passage of law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition; (h) national or regional shortage of adequate power or telecommunications or transportation facilities; (i) any effects of the “shutdown” of the U.S. government as a result of any impasse in the United States Congress over the budget or federal debt ceiling, including delays or failures to act by any Governmental Authority or (j) any disruption in the banking systems or financial markets in the United States or India (each of the foregoing, a “Force Majeure Event”), in each case provided that (A) such event is outside the reasonable control of the affected party; (B) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (C) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

Section 10.05 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 10.06 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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Section 10.07 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.08 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 10.09 No Third-party Beneficiaries. Except as provided in Section 6.02 and Article VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.10 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.11 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

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(b) ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION OR INVALIDITY THEREOF, SHALL BE SETTLED IN ARBITRATION IN ACCORDANCE WITH THE ARBITRATION RULES AS AT PRESENT FORCE OF THE INTERNATIONAL ARBITRATION ASSOCIATION (“IAA”) IN NEW DELHI, INDIA. IAA SHALL DESIGNATE AN ARBITRATOR FROM AN APPROVED LIST OF ARBITRATORS FOLLOWING BOTH PARTIES’ REVIEW AND DELETION OF THOSE ARBITRATORS ON THE APPROVED LIST HAVING A CONFLICT OF INTEREST WITH EITHER PARTY. EACH PARTY SHALL PAY ITS OWN EXPENSES ASSOCIATED WITH SUCH ARBITRATION. A DEMAND FOR ARBITRATION SHALL BE MADE WITHIN A REASONABLE TIME AFTER THE CLAIM, DISPUTE OR OTHER MATTER HAS ARISEN AND IN NO EVENT SHALL SUCH DEMAND BE MADE AFTER THE DATE WHEN INSTITUTION OF LEGAL OR EQUITABLE PROCEEDINGS BASED ON SUCH CLAIM, DISPUTE OR OTHER MATTER IN QUESTION WOULD BE BARRED BY THE APPLICABLE STATUTES OF LIMITATIONS. THE DECISION OF THE ARBITRATORS SHALL BE RENDERED WITHIN 60 DAYS OF SUBMISSION OF ANY CLAIM OR DISPUTE, SHALL BE IN WRITING AND MAILED TO ALL THE PARTIES INCLUDED IN THE ARBITRATION. THE DECISION OF THE ARBITRATOR SHALL BE BINDING UPON THE PARTIES AND JUDGMENT IN ACCORDANCE WITH THAT DECISION. THE COMPANY AGREES THAT THE SERVICE OF PROCESS UPON IT MAILED BY CERTIFIED OR REGISTERED MAIL (AND SERVICE SO MADE SHALL BE DEEMED COMPLETE THREE DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID) OR BY PERSONAL SERVICE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT THE PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE COMPANY AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Section 10.12 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.13 Counterparts. This Agreement may not be executed in counterparts. Two completely signed copies of this Agreement must be executed. One completely executed Agreement must be delivered by facsimile, e-mail or other means of electronic transmission and shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written adjacent to their respective signatures.

REGENCY YAMUNA ENERGY LIMITED
By	/s/ Arun Sharma
Name	: Arun Sharma
Title:	Director
Date:	October 18, 2013
PAN ASIA INFRATECH CORP.
By	/s/ Bharat Vasandani
Name:	Bharat Vasandani
Title:	Chairman, Chief Executive Officer, President, Secretary and Treasurer
Date:	October 28, 2013

SELLING STOCKHOLDER:	SIGNATURE:	DATE:
Arun Sharma (the “Promoter”)	/s/ Arun Sharma	October 18, 2013
Amitabh Sharma	/s/ Amitabh Sharma	October 18, 2013
Sunita Sharma	/s/ Sunita Sharma	October 18, 2013
Abhay Sharma	/s/ Abhay Sharma	October 18, 2013
A.Power Himalayas Ltd	By: /s/ Arun Sharma Title: Director	October 18, 2013
Charu Finvest Consultant Ltd	By: /s/ Arun Sharma Title: Director	October 18, 2013
Regency Aquaelectro & Motel - Resorts Ltd.	By: /s/ Arun Sharma Title: Director	October 18, 2013
Spoxy Vyapaar Pvt. Ltd.	By: /s/ Tarun Sharma Title: Director	October 18, 2013
Sunrays Agencies Pvt. Ltd.	By: /s/ Arun Sharma Title: Director	October 18, 2013
Indu Jindal	/s/ Indu Jindal	October 18, 2013
Pavaljeet Singh Ruppal	/s/ Pavaljeet Singh Ruppal	October 18, 2013
Pradeep Kaur	/s/ Pradeep Kaur	October 18, 2013
Himanshu Leasefin Co. Pvt. Ltd.	By: /s/ Sanjay Jindal Title: Director	October 18, 2013
Sanjay Kumar Jindal	/s/ Sanjay Kumar Jindal	October 18, 2013

STOCK PURCHASE AGREEMENT Page 56

LIST OF EXHIBITS

EXHIBIT A	SELLING STOCKHOLDERS
EXHIBIT B	ESCROW AGREEMENT
EXHIBIT C	FORM OF CONVERTIBLE DEBENTURE
EXHIBIT D	USE OF PROCEEDS SCHEDULE
EXHIBIT E	INDEBTEDNESS

STOCK PURCHASE AGREEMENT Page 57

List of Company/Selling Stockholder Disclosure Schedules

Schedule	Description
3.09	Material Contracts
3.10(a)	Permitted Encumbrances
3.10(b)	Real Property description
3.15(b)	List of Suppliers
3.16	Insurance Policies
3.18(b)	Permits
3.19(b)	Environmental Permits
3.21(a)	Employees, Independent Contractors or Consultants

STOCK PURCHASE AGREEMENT Page 58

EX-10.2

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS DEBENTURE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE DEBENTURE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS DEBENTURE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS DEBENTURE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.

15% CONVERTIBLE DEBENTURE

OF

REGENCY YAMUNA ENERGY LIMITED

Issuance Date: October 18, 2013

Total Face Value of Debenture: Rs. 4,200,000

THIS CONVERTIBLE DEBENTURE is a duly authorized Convertible Debenture(the “Debenture”) of Regency Yamuna Energy Limited, a corporation duly organized and existing under the laws of the India (the “Company,” “RYEL” or the “Maker”), designated as the Company’s 15% Convertible Debenture Due One (1) year from the Issuance Date (“Maturity Date”) in the original principal amount of Rs. 4,200,000 (the “Principal Amount”). Terms not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined herein).

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Pan Asia Infratech, Corp., a corporation duly organized and existing under the laws of Nevada (“Pan Asia”),or its registered assigns or successors-in-interest (the “Holder”) the Principal Amount together with all accrued but unpaid interest thereon on the Maturity Date, to the extent such principal amount and interest has not been repaid or converted into the Company’s Common Shares at a rate of Indian Rupee (INR) 14.50 per share (the “Common Shares”), subject to adjustment, in accordance with the terms hereof.

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Interest on the unpaid principal balance hereof shall accrue at the rate of Fifteen Percent (15%) per annum from 90 days from the date of original issuance hereof (the “Issuance Date”) until the same becomes due and payable on the Maturity Date, or such earlier date upon acceleration or by conversion or redemption in accordance with the terms hereof or of the other Agreements. Notwithstanding anything contained herein, this Debenture shall bear interest on the due and unpaid Principal Amount from and after the occurrence and during the continuance of an Event of Default pursuant to Article II at the rate (the “Default Rate”) equal to the lower of Eighteen Percent(18%) per annum or the highest rate permitted by Law. Unless otherwise agreed or required by applicable Law, payments will be applied first to any unpaid collection costs, then to unpaid interest and fees and any remaining amount to principal.

This Debenture may not be prepaid without written consent from Holder. Whenever any amount expressed to be due by the terms of this Debenture is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day. Any amount prepaid shall first be applied to accrued and payable interest and then to the outstanding Principal Amount.

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Bankruptcy Event” means any of the following events: (a) the Company commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company thereof; (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) the Company makes a general assignment for the benefit of creditors; (f) the Company fails to pay, or states that it is unable to pay or is unable to pay, its debts generally as they become due; (g) the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (h) the Company, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of NewDelhi, India are authorized or required by law or executive order to remain closed.

“Change in Control Transaction” will be deemed to exist if (i) there occurs any change in the Company’s share structure as certified true and correct in Exhibit B attached hereto (the “Certified Share Register”), or (ii) the Company takes actions to abrogate its commitments under the Stock Purchase Agreement.

“Company Representations and Warranties” shall mean the representations and warranties of the Company set forth under Article III in the Stock Purchase Agreement.

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“Conversion Ratio” means, at any time, a fraction, of which the numerator is the entire outstanding Principal Amount of this Note (or such portion thereof that is being redeemed or repurchased) in INR (Indian Rupees) and of which the denominator is the Conversion Price as of the date such ratio is being determined.

“Conversion Price” shall be equal to Rs. 14.50, subject to adjustment pursuant to the terms contained herein.

“Convertible Securities” means any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Shares.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Principal Amount” shall refer to the sum of (i) the original principal amount of this Debenture, (ii) all accrued but unpaid interest hereunder, and (iii) any default payments owing under the Agreements but not previously paid or added to the Principal Amount.

“Rupee(s)” or “Rs.” shall mean the legal currency of India.

“SBOP” means the State Bank of Patalia.

“SBOP Term Loan Credit Facility” means (i) SBOP Term Loan I; (ii) SBOP Term Loan II; (iii) SBOP Term Loan III; (iv) SBOP Term Loan IV and (v) SBOP Term Loan V in the aggregate amount of Rs. 258,841,358.25 as reflected on the Unaudited Balance Sheet of the Company at June 30, 2013.

“Stock Purchase Agreement” means that certain definitive Stock Purchase Agreement by and among the Company, Pan Asia, Mr. Arun Sharma (as the promoter) and the remaining stockholders of the Company pursuant to which Pan Asia shall invest an aggregate of Rs. 38.75 Cr. in the Company to enable the Company to restructure certain outstanding indebtedness, to fund the completion of the Project, and to purchase 100% of the outstanding equity of the Company, subject to the terms and conditions set forth herein.

“Underlying Shares” means the shares of Common Shares into which the Debenture is convertible (including interest or principal payments in Common Shares as set forth herein) in accordance with the terms hereof.

“USD” or “$” shall mean United States Dollars.

15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______ Page 3

The following terms and conditions shall apply to this Debenture:

Article I. Conversion.

(a) Conversion Right

(i) Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder’s option, at any time and from time to time to convert the outstanding Principal Amount and Interest under this Debenture in whole or in part by delivering to the Company, or directly to Company’s Transfer Agent, a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by email.

(ii) The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the “Conversion Date.” If the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall promptly deliver to the Holder (but no later than five Business Days after the Conversion Date) a Debenture for such outstanding Principal Amount as has not been converted if this Debenture has been surrendered to the Company for partial conversion. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion or repayment.

(iii) The Company will deliver to the Holder (or Holder’s authorized designee) not later than two (2) Business Days after the Conversion Date, a certificate or certificates which certificate(s) representing the number of shares of Common Shares being acquired upon the conversion of this Debenture. If in the case of any conversion hereunder, such certificate or certificates are not delivered to or as directed by the Holder by the fifth Business Day after the Conversion Date, the Holder shall be entitled by notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return this Debenture tendered for conversion.

(iv) If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Article II in accordance herewith, prior to the fifth Business Day after the Conversion Date, the Company shall pay to the Holder as liquidated damages, in cash, an amount equal to One Thousand Dollars ($1,000) per day, until such certificate or certificates are delivered. Such liquidated damages will be added to the principal value of the Debenture. The Company acknowledges that it would be extremely difficult or impracticable to determine Holder’s actual damages and costs resulting from the delay in making delivery of the unrestricted stock certificate and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty.

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(v) Notwithstanding anything contained herein to the contrary, the aggregate Principal Amount of this Debenture shall be convertible into an aggregate amount of Common Shares representing not less than 1.0839%of the Company, on a pro forma and fully-diluted basis; provided, however, all the outstanding unsecured indebtedness of the Company has converted into Common Shares of the Company and has been extinguished.

(b) Conversion Price Adjustments.

(i) Stock Dividends, Splits and Combinations. If the Company or any of its subsidiaries, at any time while this Debenture is outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Shares, (B) subdivide outstanding Common Shares into a larger number of shares, or (C) combine outstanding Common Shares into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Shares outstanding before such event and the denominator of which shall be the number of shares of Common Shares outstanding after such event. Any adjustment made pursuant to this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

(ii) Distributions. If the Company or any of its subsidiaries, at any time while the Debenture is outstanding, shall distribute to all holders of Common Shares evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of the Company or any of its subsidiaries, then concurrently with such distributions to holders of Common Shares, the Company shall distribute to the Holder the amount of such indebtedness, assets, cash or rights or warrants which the Holder would have received had the Debenture been converted into Common Shares at the Conversion Price immediately prior to the record date for such distribution.

(iii) Rounding of Adjustments. All calculations under this Article or any other provision of this Debenture shall be made to 4 decimal places for dollar amounts or the nearest 1/100th of a share, as the case may be.

(c) Notice of Certain Events. If:

(i) the Company shall declare a dividend (or any other distribution) on its Common Shares; or

(ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Shares; or

(iii) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or

15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______ Page 5

(iv) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Shares of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share of exchange whereby the Common Shares is converted into other securities, cash or property; or

(v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be mailed to the Holder at its last address and email address as it shall appear upon the books of the Company, on or prior to the date notice to the Company’s stockholders generally is given, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their shares of Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange.

(d) Reservation and Issuance of Underlying Securities. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Shares solely for the purpose of issuance upon conversion of this Debenture (including repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than three times (3x) the number of shares of Common Shares as shall be issuable (taking into account the adjustments pursuant to this Debenture but without regard to any ownership limitations contained herein) upon the conversion of this Debenture hereunder in Common Shares (including repayments in stock). The Company covenants that all shares of Common Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully-paid, non-assessable shares of Common Shares of the Company, free and clear of any and all Encumbrances.

(e) Charges, Taxes and Expenses. Issuance of certificates for shares of Common Shares upon the conversion of this Debenture (including repayment in stock) shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder.

(f) Cancellation. After all of the Principal Amount (including accrued but unpaid interest and default payments at any time owed on this Debenture) have been paid in full or converted into Common Shares, this Debenture shall automatically be deemed canceled and the Holder shall promptly surrender the Debenture to the Company at the Company’s principal executive offices.

15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______ Page 6

Article II. Use of Proceeds.

(a) The Company hereby covenants to use of proceeds of this Debenture as set forth on Exhibit D hereto, subject to change only with the prior written consent of the Holder.

Article III. Defaults and Remedies.

(a) Events of Default. An “Event of Default” is: (i) any of the Company Representations and Warranties set forth under Article III in the Stock Purchase Agreement shall prove to be incorrect in any material way; (ii) a default in payment of any amount due hereunder which default continues for more than two (2) Business Days after the due date thereof; (iii) a default in the timely issuance of Underlying Shares upon and in accordance with terms hereof, which default continues for two (2) Business Days after the Company has received notice informing the Company that it has failed to issue shares or deliver stock certificates within the second (2nd ) day following the Conversion Date; (iv) any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $50,000 or for money borrowed the repayment of which is guaranteed by the Company in excess of $50,000, whether such indebtedness or guarantee now exists or shall be created hereafter; (v) failure to have sufficient number of authorized and unreserved, but unissued shares of the Company’s Common Shares available for any said conversion; (vi) a Bankruptcy Event (vi) the consummation of a Change in Control Transaction and (viii) the Company fails to use the proceeds of this Debenture as set forth on Exhibit D hereto, or which may be amended from time to time with the prior written consent of the Holder.

(b) Remedies. If an Event of Default occurs and is continuing with respect to the Debenture, the Holder may declare all of the then outstanding Principal Amount of this Debenture due. In the event of such acceleration, the amount due and owing to the Holder shall be 100% of the outstanding Principal Amount of the Debenture held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this Debenture shall bear interest on any unpaid principal from and after the occurrence and during the continuance of an Event of Default at the Default Rate. Finally, the Debenture will accrue liquidated damages of one thousand dollars ($1,000) per day from and after the occurrence and during the continuance of an Event of Default pursuant to Article II. The Company acknowledges that it would be extremely difficult or impracticable to determine Holder’s actual damages and costs resulting from the delay in making delivery of the unrestricted stock certificate and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty. The remedies under this Debenture shall be cumulative and added to the principal value of the Debenture.

15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______ Page 7

Article IV. General.

(a) Payment of Expenses. The Company agrees to pay all reasonable charges and expenses up not exceeding $2,000 USD, including attorneys’ fees and expenses, which may be incurred by the Holder in successfully enforcing this Debenture and/or collecting any amount due under this Debenture.

(b) Savings Clause. In case any provision of this Debenture is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Debenture will not in any way be affected or impaired thereby. In no event shall the amount of interest paid hereunder exceed the maximum rate of interest on the unpaid principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess collected shall be applied to reduce the principal debt. If the interest actually collected hereunder is still in excess of the applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable under law.

(c) Amendment. Neither this Debenture nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

(d) Assignment, Etc. The Holder may assign or transfer this Debenture to any transferee only with the prior written consent of the Company, which may not be unreasonably withheld or delayed, provided that (i) the Holder may assign or transfer this Debenture to any of such Holder’s affiliates without the consent of the Company and (ii) upon any Event of Default, the Holder may assign or transfer this Debenture without the consent of the Company. The Holder shall notify the Company of any such assignment or transfer promptly. This Debenture shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(e) No Waiver. No failure on the part of the Holder to exercise, and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder from time to time.

(f) Governing Law; Jurisdiction.

(i) Governing Law. THIS DEBENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

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(ii) Jurisdiction. Any dispute, controversy or claim arising out of or in any way relating to this Debenture or the breach, termination or invalidity thereof, shall be settled in arbitration in accordance with the Arbitration Rules as at present force of the International Arbitration Association (“IAA”) in New Delhi, India. IAA shall designate an arbitrator from an approved list of arbitrators following both parties’ review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision. The Company agrees that the service of process upon it mailed by certified or registered mail (and service so made shall be deemed complete three days after the same has been posted as aforesaid) or by personal service shall be deemed in every respect effective service of process upon it in any such suit or proceeding. Nothing herein shall affect the Holder’s right to serve process in any other manner permitted by law. The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

(g) NO JURY TRIAL. THE COMPANY HERETO KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS DEBENTURE.

(h) Replacement Debentures. This Debenture may be exchanged by the Holder at any time and from time to time for a Debenture or Debentures with different denominations representing an equal aggregate outstanding Principal Amount, as reasonably requested by the Holder, upon surrendering the same. No service charge will be made for such registration or exchange. In the event that Holder notifies the Company that this Debenture has been lost, stolen or destroyed, a replacement Debenture identical in all respects to the original Debenture (except for registration number and Principal Amount, if different than that shown on the original Debenture), shall be issued to the Holder, provided that the Holder executes and delivers to the Company an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with this Debenture. If such replacement occurs, the term “Debenture” as used herein shall be deemed to refer to any such replacement Debenture.

(i) Notification: All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice):

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If to Company:	Regency Yamuna Energy Limited Regency Complex, River View Road Shamsherpur, Paonta Sahib-173 025 (HP) Telephone: +91-1704-223431, 224431 Facsimile: +91-1704-222645 E-mail: aphregency@yahoo.co.in Attention: Sh.Arun Sharma
with a copy to:	Sh. Rajeev Walia (rkwalia7777@gmail.com), Mobile : +91-9418049977
If to older:	Pan Asia Infratech, Corp. c/o Pan Global, Corp. 123 W. Nye Lane, Suite 455 Carson City, Nevada 89706 Attention of: Bharat Vasandani Telephone: (888) 983-1623
with a copy to:	The Magri Law Firm, PLLC 2642 NE 9th Avenue Fort Lauderdale, FL 33334 USA Direct: (954) 303-8027 T: (646) 502-5900 F: (646) 836-9200 pmagri@magrilaw.com www.magrilaw.com Attention:Philip Magri, Esq.

(j) Liquidation. In the event of default, insolvency, dissolution, winding up or similar event of the Company, this Debenture shall have priority in liquidation superior to all other indebtedness of the Company except the secured claims registered prior to the Issuance Date of this Debenture and listed in Exhibit C.

(k) Security. Amounts due pursuant to this Debenture shall be secured as a secondary(residual) charge against all of the assets of the Company, registered as a second lien on such assets as have been pledged to the senior secured indebtedness and as a first lien on any other assets of the Company that have not been so pledged. The Company shall take all steps to perfect the foregoing the first and second priority liens on the asses of the Company granted by this Debenture.

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(l) Information Rights.The Holder shall be entitled so long as this ConvertibleDebenture remains outstanding and, if any portion of this ConvertibleDebenture is converted into common shares of the Company, so long as Holder is a shareholder of the Company, to demand and receive any information on the affairs of the Company as is available to the Company’s management, other shareholders and Board of Directors including, without limitation, to receipt of quarterly and annual financial reports, reports verbal or written addressed to the Board of Directors, the books and records of the company (minute book, share register, etc.), notification of material events; furthermore, Holder shall be permitted to appoint an agent attend meetings of the Board of Directors (either in person or via teleconference) as a non-voting observer.

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[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed on the day and in the year first above written.

MAKER:
REGENCY YAMUNA ENERGY LIMITED
By:	/s/ ARUN SHARMA
Name:	Arun Sharma
Title:	Director
Date:	October 18, 2013

[RYEL CORPORATE SEAL]

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LIST OF EXHIBITS

EXHIBIT A: FORM OF CONVERSION NOTICE

EXHIBIT B: CERTIFIED SHARE REGISTER

EXHIBIT C: PRIOR SECURED CLAIMS

EXHIBIT D: USE OF PROCEEDS

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EXHIBIT A

FORM OF CONVERSION NOTICE

DATE: ____________________________

FROM: ____________________________

Re:	15%Convertible Debenture due ____________ (this “Debenture”)
	issued by Regency Yamuna Energy Limited (the “Company”) to Pan Asia Infratech, Corp. (the “Holder”) on _______________ 2013.

The undersigned on behalf of the Holder hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Debenture) indicated below of this Debenture into shares of Common Shares of the Company according to the conditions hereof, as of the date written below. If any shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Debenture pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Debenture.

Conversion Information

Date of Conversion:

Principal Amount Converted:

Interest Amount Converted:

Conversion Price:

Number of Shares to be Issued:

Holder:

By:

Name:

Title:

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EXHIBIT B

CERTIFIED SHARE REGISTER

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EXHIBIT C

PRIOR SECURED CLAIMS

1. SBOP Term Loan Credit Facility - – Rs. 28.36 Cr.

2. IFCI Venture Debentures – Rs. 3 Cr.

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EXHIBIT D

USE OF PROCEEDS

The Company shall use the proceeds of the Debenture to pay that certain State Bank of Patiala (“SBOP”) loan restructuring fee to enable the Company to reduce the interest on the SBOP Term Loan Credit Facility from 13% (thirteen percent) to 11% (eleven percent); to extend the amortization terms on the SBOP Term Loan Credit Facility; and to increase the permitted borrowing limit under the SBOP Term Loan Credit Facility to Rs. 28.36 Cr. Upon return of such fee (via the increase in the permitted borrowing limit of the restructured SBOP Term Loan Credit Facility, the Company shall apply these funds towards completion its construction of the Project.

15% CONVERTIBLE DEBENTURE -- RYEL’s Initials: ______ Page 17

EX-10.3

STOCKHOLDERS AGREEMENT

by and among

REGENCY YAMUNA ENERGY LIMITED

(“RYEL” or the “Company”)

Mr. ARUN SHARMA

(the “Promoter”)

The RYEL Stockholders

(the “Stockholders”)

AND

PAN ASIA INFRATECH CORP.

(The “Investor”)

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	1
Section 1.01 Definitions.	1
ARTICLE II MANAGEMENT	8
Section 2.01 Board Composition.	8
Section 2.02 Removal; Resignation; Vacancies.	9
Section 2.03 Meetings of the Board of Directors.	10
Section 2.04 Compensation; No Employment.	10
Section 2.05 Committees.	11
ARTICLE III PRE-EMPTIVE RIGHTS	11
Section 3.01 Pre-emptive Right.	11
ARTICLE IV TRANSFER	13
Section 4.01 General Restrictions on Transfer.	13
Section 4.02 Permitted Transfers.	14
Section 4.03 Right of First Refusal.	15
Section 4.04 Tag-along Right.	19
ARTICLE V COVENANTS	22
Section 5.01 Financial Statements.	23
Section 5.02 Inspection Rights.	24
Section 5.03 Termination.	25
ARTICLE VI REPRESENTATIONS AND WARRANTIES	24
Section 6.01 Representations and Warranties of the Stockholders.	25
Section 6.02 Representations and Warranties of the Investor.	26
Section 6.03 Representations and Warranties of the Company.	27
ARTICLE VII MISCELLANEOUS	27
Section 7.01 Expenses.	28
Section 7.02 Further Assurances.	28

i

Section 7.03 Notices.	29
Section 7.04 Headings.	29
Section 7.05 Severability.	29
Section 7.06 Entire Agreement.	29
Section 7.07 Successors and Assigns; Assignment.	30
Section 7.08 No Third-party Beneficiaries.	30
Section 7.09 Amendment.	30
Section 7.10 Waiver.	30
Section 7.11 Governing Law.	30
Section 7.12 Waiver of Jury Trial.	30
Section 7.13 Equitable Remedies.	31
Section 7.14 Attorneys’ Fees.	31
Section 7.15 Remedies Cumulative.	31
Section 7.16 Counterparts.	31
Section 7.17 Legend.	31

ii

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this “Agreement”), dated as of the Effective Date, , is entered into among REGENCY YAMUNA ENERGY LTD., an India corporation (the “RYEL” or the “Company”), PAN ASIA INFRATECH, CORP., a Nevada corporation (the “Pan Asia” or the “Investor”), Mr. Arun Sharma (the “Promoter”), and each of the remaining stockholders of the Company (each and collectively with the Promoter, the “Stockholder” or the “Stockholders”), and each other Person who after the date hereof acquires securities of the Company and agrees to become a party to, and bound by, this Agreement by executing a Joinder Agreement.

RECITALS

WHEREAS, the Investor has entered into that certain Stock Purchase Agreement (the “Purchase Agreement”) with the Company, the Promoter and the remaining Stockholders pursuant to which the Investor intends to invest an aggregate of Rs. 38.75 Cr. in the Company to enable the Company to restructure certain outstanding indebtedness, to fund the completion of the Project, and to purchase 100% of the outstanding equity of the Company, subject to the terms and conditions set forth in the Purchase Agreement.

WHEREAS, the Company, Investor and the Stockholders desire to enter into this Agreement to set forth their understanding and agreement as to the Common Shares of the Company held or to be held by the Investor and the Stockholders, including the voting, tender and transfer of such shares under the circumstances set forth herein.

WHEREAS, the execution and delivery of this Agreement is a condition to the parties’ obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I

Definitions

Section 1.01 Definitions. When used in this Agreement with initial capital letters, the following terms have the meanings specified or referred to in this Section 1.01. Terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement:

Stockholders Agreement Page 1

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person, including any partner, member, stockholder or other equity holder of such Person or manager, director, officer or employee of such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

“Agreement” shall mean this Agreement.

“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“Award Agreements” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of any individual grant of Stock Options under the Stock Option Plan.

“Board” has the meaning set forth in Section 2.01(a)(i).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the City of New Delhi, India are authorized or required to close.

“Capital Stock” means the authorized series of capital stock or other equity securities of the Company, whether issued as of or after the date hereof.

“Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries to a Third Party Purchaser; (b) a sale resulting in no less than a majority of the Capital Stock on a Fully Diluted Basis being held by a Third Party Purchaser; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a Third Party Purchaser that results in the inability of the Stockholders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

“Companies Act” means the Companies Act of 1956, as amended, promulgated by the government of India.

Stockholders Agreement Page 2

“Company” has the meaning set forth in the Preamble.

“Company Option Period” has the meaning set forth in Section 4.03(d)(ii).

“Company ROFR Exercise Notice” has the meaning set forth in Section 4.03(d)(ii).

“Company Subsidiary” means a Subsidiary of the Company.

“Director” has the meaning set forth in Section 2.01(a)(i).

“Excluded Issuance” means an issuance or sale of any Capital Stock or Stock Equivalents in connection with: (a) a grant to any existing or prospective Directors, officers or other employees of the Company or any Company Subsidiary pursuant to the Stock Option Plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into Capital Stock, or the exercise of any warrants or other rights to acquire Capital Stock; (c) any acquisition by the Company or any Company Subsidiary of any equity interests, assets, properties or business of any Person; (d) any merger, consolidation or other business combination involving the Company or any Company Subsidiary; (e) the commencement of any Public Offering or any transaction or series of related transactions involving a Change of Control; (f) any subdivision of Capital Stock (by a split of Capital Stock or otherwise), payment of stock dividend, reclassification, reorganization or any similar recapitalization; (g) any private placement of warrants to purchase Capital Stock to lenders or other institutional investors (excluding the Stockholders) in any arm’s length transaction in which such lenders or investors provide debt financing to the Company or any Company Subsidiary; (h) a joint venture, strategic alliance or other commercial relationship with any Person (including Persons that are customers, suppliers and strategic partners of the Company or any Company Subsidiary) relating to the operation of the Company’s or any Company Subsidiary’s business and not for the primary purpose of raising equity capital; or (i) any office lease or equipment lease or similar equipment financing transaction in which the Company or any Company Subsidiary obtains from a lessor or vendor the use of such office space or equipment for its business.

“Fair Market Value” of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction, as determined in good faith by the Board based on such factors as the Board, in the exercise of its reasonable business judgment, considers relevant.

“Family Members” has the meaning set forth in Section 4.02(b).

Stockholders Agreement Page 3

“Fiscal Year” means the calendar year, unless the Company is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

“Fully Diluted Basis” means, as of any date of determination: (a) with respect to all Capital Stock, all issued and outstanding Capital Stock of the Company and all Capital Stock issuable upon the exercise or conversion of any outstanding Stock Equivalents as of such date, whether or not such Stock Equivalent is at the time exercisable or convertible; or (b) with respect to any specified type, class or series of Capital Stock, all issued and outstanding shares of Capital Stock designated as such type, class or series and all such designated shares of Capital Stock issuable upon the conversion or exercise of any outstanding Stock Equivalents as of such date, whether or not such Stock Equivalent is at the time exercisable or convertible.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Investor Director” has the meaning set forth in Section 2.01(a)(ii).

“Issuance Notice” has the meaning set forth in Section 3.01(b).

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise) or assets of the Company, provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement, (vi) any changes in applicable Laws or accounting rules, including Section 3(c) of Section 211 of the Companies Act ; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses.

Stockholders Agreement Page 4

“New Securities” means any authorized but unissued Shares or any Stock Equivalents.

“Offered Stock” has the meaning set forth in Section 4.03(a).

“Offering Stockholder” has the meaning set forth in Section 4.03(a).

“Operational Budget” means financial projections estimating the Company’s revenues, expenses, balances sheet and cash flows, prepared in GAAP format.

“Permitted Transfer” means a Transfer of Capital Stock or Stock Equivalents carried out pursuant to Section 4.02.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Pre-emptive Acceptance Notice” has the meaning set forth in Section 3.01(c).

“Pre-emptive Exercise Period” has the meaning set forth in Section 3.01(c).

“Pre-emptive Pro Rata Portion” means, for any Stockholder as of any particular time, a fraction determined by dividing (a) the number of shares of Class A Common Stock on a Fully Diluted Basis owned by such Stockholder immediately prior to such time by (b) the aggregate number of shares of Class A Common Stock on a Fully Diluted Basis owned by all of the Stockholders immediately prior to such time.

“Pre-emptive Stockholder” has the meaning set forth in Section 3.01(a).

“Project” means the 5.7 MW (4.9 MW allotted) Small Hydro Project at Badyar, India having a valuation of Rs. 67.11 Cr. (the “Project”);

“Prospective Purchaser” has the meaning set forth in Section 3.01(b).

“Prospective Transferee” has the meaning set forth in Section 4.03(a).

Stockholders Agreement Page 5

“Public Offering” means any public offering of Capital Stock pursuant to the rules and regulations of the applicable Governmental Authority.

“Qualified Stockholder” has the meaning set forth in Section 5.01.

“Related Agreements” has the meaning set forth in Section 7.06.

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“ROFR Notice” has the meaning set forth in Section 4.03(c).

“ROFR Pro Rata Portion” means, for any Applicable ROFR Rightholder and for any particular class or series of Offered Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by such Applicable ROFR Rightholder immediately prior to such time by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by all of the Applicable ROFR Rightholders immediately prior to such time.

“ROFR Rightholders” has the meaning set forth in Section 4.03(a).

“Selling Stockholder” has the meaning set forth in Section 4.04(a).

“Shares” means shares of (a) Common Stock; (b) Preferred Stock; and (c) any other Capital Stock, in each case together with any Stock Equivalents thereon, purchased, owned or otherwise acquired by a Stockholder as of or after the date hereof, and any securities issued in respect of any of the foregoing, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.

“Stock Equivalents” means any Stock Option and any other security or obligation that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for Shares, and any option, warrant or other right to subscribe for, purchase or acquire Shares or Stock Equivalents (disregarding any restrictions or limitations on the exercise of such rights).

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

“Subsidiary Board” has the meaning set forth in Section 2.01(b).

Stockholders Agreement Page 6

“Tag-along Exercise Notice” has the meaning set forth in Section 4.04(d)(i).

“Tag-along Exercise Period” has the meaning set forth in Section 4.04(d)(i).

“Tag-along Notice” has the meaning set forth in Section 4.04(c).

“Tag-along Pro Rata Portion” means, for any Selling Stockholder or Tag-along Stockholder and for any particular class or series of Tag-along Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by such Stockholder immediately prior to such time by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by the Selling Stockholder and all of the Tag-along Stockholders timely electing to participate in the applicable Tag-along Sale pursuant to Section 4.04(d)(i) immediately prior to such time.

“Tag-along Sale” has the meaning set forth in Section 4.04(a).

“Tag-along Stock” has the meaning set forth in Section 4.04(a).

“Tag-along Stockholder” has the meaning set forth in Section 4.04(a).

“Third Party Purchaser” means any Person who, immediately prior to the contemplated transaction: (a) does not directly or indirectly own or have the right to acquire any outstanding Capital Stock (or applicable Stock Equivalents); or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Capital Stock (or applicable Stock Equivalents).

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any shares of Capital Stock or Stock Equivalents owned by a Person or any interest (including a beneficial interest) in any Capital Stock or Stock Equivalents owned by a Person. “Transfer”, when used as a noun, shall have a correlative meaning.

“Transfer Offer” has the meaning set forth in Section 4.03(a).

“Transferee” means a recipient of, or proposed recipient of, a Transfer, including a Permitted Transferee or a Prospective Transferee.

Stockholders Agreement Page 7

Article II

Management

Section 2.01 Board Composition.

(a) Board Composition. Each Stockholder shall vote all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all necessary or desirable actions within its control, to ensure that:

(i) the number of directors constituting the board of directors of the Company (each a “Director” and, collectively, the “Board”) is fixed and remains at all times at four (4) Directors; and

(ii) the following individuals are elected and continue to serve as Directors of the Board:

(A) one (1) individual designated by the Investor (each, an “Investor Director”), upon the completion of the First Closing or upon the Investor holding not less than 9.7% of the outstanding shares of Capital Stock of the Company;

(B) one (1) additional Investor Director upon the completion of the Second Closing or upon the Investor owning not less than 33.0% of the outstanding shares of Capital Stock of the Company; and

(C) two (2) additional Investor Directors, one upon the commencement of the Third Closing and the other upon the completion of the Third Closing, one of whom shall be the Chief Executive Officer of the Company and shall serve the executive director of the Board (the “Executive Director”).

(iii)  Upon the addition of each Investor Director, an existing director of the Board shall resign, effective immediately.

(iv) Notwithstanding the foregoing, in the event the Investor does not purchase 100% of the outstanding Capital Stock of the Company, the Promoter shall have the right to designate one (1) individual to serve as a Director on the Board, or no less than 25% of the total seats on the Board.

(b) Subsidiary Board Composition. At all times, the composition of any board of directors of any Company Subsidiary (each, a “Subsidiary Board”) shall be the same as that of the Board.

Stockholders Agreement Page 8

Section 2.02 Removal; Resignation; Vacancies.

(a) Removal.

(i) An Investor Director may be removed at any time as a Director on the Board (with or without cause) upon, and only upon, the written request of the Investor. Each other Stockholder shall vote all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all necessary or desirable actions within its control, to remove or replace from the Board such Investor Director upon, and only upon, such written request. Except as provided in the preceding sentence, unless the Investor shall otherwise consent in writing, no other Stockholder shall take any action to cause the removal of an Investor Director.

(ii) The Executive Director shall be removed automatically, without any action by the Board or Stockholders, as a Director on the Board immediately upon, and only upon, such person’s removal (with or without cause) as the Chief Executive Officer of the Company in the same manner as the removal of any other officer of the Company, in accordance with the Company’s by-laws or other applicable organizational documents.

(b) Resignation. A Director may resign at any time from the Board by delivering his written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s acceptance of a resignation shall not be necessary to make it effective.

(c) Vacancies.

(i) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of an Investor Director, then the Investor shall have the right to designate an individual to fill such vacancy and the Company and each Stockholder (whether in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise) hereby agree to take such actions as may be necessary or desirable within his, her or its control (including, in the case of a Stockholder, by voting all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control) to ensure the election or appointment of such designee to fill such vacancy on the Board. In the event that the Investor shall fail to designate in writing a representative to fill a vacant Investor Director position on the Board, and such failure shall continue for more than thirty (30) days after notice from the Company to the Investor with respect to such failure, then the vacant position shall be filled by an individual designated by the Investor Directors then in office; provided, that such individual shall be removed from such position if the Investor so directs and simultaneously designates a new Investor Director.

(ii) If the Chief Executive Officer of the Company is removed or resigns or is otherwise replaced as an officer of the Company, such person shall automatically, and without any action by the Board or Stockholders, cease to be a Director, and the Company’s successor Chief Executive Officer appointed pursuant to the Company’s by-laws or other applicable organizational documents shall automatically become the Executive Director pursuant to Section 2.01(a).

Stockholders Agreement Page 9

Section 2.03 Meetings of the Board of Directors.

(a) Generally. The Board shall meet at such time and at such place as the Board may designate. Meetings of the Board may be held either in person or by means of telephone or video conference or other communications device that permits all Directors participating in the meeting to hear each other, at the offices of the Company or such other place (either within or outside the State of Delaware) as may be determined from time to time by the Board. Written notice of each meeting of the Board shall be given to each Director at least 48 hours prior to each such meeting.

(b) Special Meetings. Special meetings of the Board shall be held on the call of any five Directors upon at least five Business Days’ written notice if the meeting is to be held in person or two Business Day’s written notice if the meeting is to be held by telephone communications or video conference to the Directors, or upon such shorter notice as may be approved by all the Directors. Any Director may waive such notice as to himself or herself.

(c) Quorum Requirements. The presence of a majority of Directors, including at least one Investor Director, then in office shall constitute a quorum. If a quorum is not achieved at any duly called meeting, such meeting may be postponed to a time no earlier than 48 hours after written notice of such postponement has been given to the Directors.

Section 2.04 Compensation; No Employment.

(a) Compensation of Directors. The Company and each Stockholder acknowledges and agrees that:

(i) each Director shall be reimbursed by the Company for his or her reasonable travel and out-of-pocket expenses incurred in the performance of his or her duties as a Director, including attendance in person at meetings of the Board or the board of any Company Subsidiary (or any committees thereof), pursuant to such policies as from time to time established by the Board.

(ii) Nothing contained in this Section 2.04 shall be construed to preclude any Director from serving the Company or any Company Subsidiary in any other capacity and receiving reasonable compensation for such services.

(b) No Right of Employment Conferred. This Agreement does not, and is not intended to, confer upon any Director any rights with respect to continued employment by the Company, and nothing herein should be construed to have created any employment agreement with any Director.

Stockholders Agreement Page 10

Section 2.05 Committees. The Company and each Stockholder acknowledges and agrees that the Board may, by resolution, designate from among the Directors one or more committees, each of which shall be comprised of one or more Directors and include one or more Investor Directors. Any such committee, to the extent provided in the resolution forming such committee, shall have and may exercise the authority of the Board, subject to the limitations set forth in the Companies Act. The Board may dissolve any committee or remove any member of a committee at any time.

Article III

Pre-emptive Rights

Section 3.01 Pre-emptive Right.

(a) Issuance of New Securities. The Company hereby grants to the Investor (a “Pre-emptive Stockholder”) a separate right to purchase its Pre-emptive Pro Rata Portion of any New Securities that the Company may from time to time propose to issue or sell to any party; provided, that the provisions of this Section 3.01 shall not apply to any Excluded Issuance.

(b) Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 3.01(a) to the Pre-emptive Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including:

(i) the number and description of New Securities proposed to be issued;

(ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice;

(iii) the proposed purchase price per share of New Securities and all other material terms of the offer or sale; and

(iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Fair Market Value thereof.

The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other stockholders ledger of the Company indicating the Pre-emptive Stockholder’s holdings of Capital Stock in a manner that enables each Pre-emptive Stockholder to calculate its Pre-emptive Pro Rata Portion of any New Securities.

Stockholders Agreement Page 11

(c) Exercise of Pre-emptive Rights. The Pre-emptive Stockholder shall for a period of ten (10) Business Days following the receipt of an Issuance Notice (the “Pre-emptive Exercise Period”) have the right to elect irrevocably to purchase all or any portion of its Pre-emptive Pro Rata Portion of any New Securities on the terms and conditions, including the purchase price, set forth in the Issuance Notice by delivering a written notice to the Company (a “Pre-emptive Acceptance Notice”) specifying the number of New Securities it desires to purchase up to its Pre-emptive Pro Rata Portion. The delivery of a Pre-emptive Acceptance Notice by a Pre-emptive Stockholder shall be a binding and irrevocable offer by such Stockholder to purchase the New Securities described therein. The failure of a Pre-emptive Stockholder to deliver a Pre-emptive Acceptance Notice by the end of the Pre-emptive Exercise Period shall constitute a waiver of its rights under this Section 3.01(c) with respect to the purchase of such New Securities, but shall not affect its rights with respect to any future issuances or sales of New Securities.

(d) Sales to the Prospective Purchaser. Following the expiration of the Pre-emptive Exercise Period and, if applicable, the Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to which Pre-emptive Stockholders declined to exercise the pre-emptive right set forth in this Section 3.01 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced); provided, that: (i) such issuance or sale is closed within twenty (20) Business Day after the expiration of the Pre-emptive Exercise Period (subject to the extension of such twenty (20) Business Day period for a reasonable time not to exceed forty (40) Business Days to the extent reasonably necessary to obtain any third-party approvals); and (ii) for the avoidance of doubt, the price at which the New Securities are sold to the Prospective Purchaser is at least equal to or higher than the purchase price described in the Issuance Notice. In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Pre-emptive Stockholders in accordance with the procedures set forth in this Section 3.01.

(e) Closing of the Issuance. The closing of any purchase by the Pre-emptive Stockholder shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Securities in accordance with this Section 3.01, the Company shall deliver the New Securities in certificated form, free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to such purchasers and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Pre-emptive Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.

Stockholders Agreement Page 12

Article IV

Transfer

Section 4.01 General Restrictions on Transfer.

(a) Stockholders. Each Stockholder acknowledges and agrees that such Stockholder (or any Permitted Transferee of such Stockholder) shall not Transfer:

(i) any Capital Stock or related Stock Equivalents without the prior written consent of the Board, except:

(A)	pursuant to Section 4.02;
(B)	pursuant to a Public Offering; or
(C)	as otherwise set forth in the Incentive Plan or applicable Award Agreement; and

In the event consent is provided by the Board pursuant to this Section 4.01(a) and, in the case of the securities covered by Section 4.01(a)(i)(C) above, any such Transfer by a Stockholder shall be made only either as permitted pursuant to Section 4.02 or in strict accordance with the restrictions, conditions and procedures described in the other provisions of this Section 4.01 and Section 4.03, as applicable.

(b) Investor Transfer Restrictions. The Investor acknowledges and agrees that the Investor (or any Permitted Transferee of the Investor) shall not Transfer any Capital Stock or Stock Equivalents except:

(i) pursuant to a Public Offering;

(ii) as permitted pursuant to Section 4.02; or

(iii) in strict accordance with the restrictions, conditions and procedures described in the other provisions of this Section 4.01 and Section 4.03, Section 4.04, as applicable.

(c) Other Transfer Restrictions. Notwithstanding any other provision of this Agreement (including Section 4.02), prior to the consummation of a Public offering, each Stockholder agrees that it will not, directly or indirectly, Transfer any of its Capital Stock or Stock Equivalents, and the Company agrees that it shall not issue any Capital Stock or Stock Equivalents except as permitted under the applicable securities laws and then, with respect to a Transfer of Capital Stock or Stock Equivalents, if requested by the Company, only upon delivery to the Company of a written opinion of counsel in form and substance satisfactory to the Company.

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(d) Joinder Agreement. Except with respect to any Transfer pursuant to a Public Sale or a Drag-along Sale, no Transfer of Capital Stock or Stock Equivalents pursuant to any provision of this Agreement shall be deemed completed until the Transferee shall have entered into a Joinder Agreement.

(e) Transfers in Violation of this Agreement. Any Transfer or attempted Transfer of any Capital Stock or Stock Equivalents in violation of this Agreement, including any failure of a Transferee, as applicable, to enter into a Joinder Agreement pursuant to Section 4.01(d) above, shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the Stockholder proposing to make any such Transfer shall continue be treated) as the owner of such Capital Stock or Stock Equivalents for all purposes of this Agreement.

Section 4.02 Permitted Transfers. Subject to Section 4.01 above, including the requirement to enter into a Joinder Agreement pursuant to Section 4.01(d) above, the provisions of Section 4.03 and Section 4.04 shall not apply to any of the following Transfers by any Stockholder of any of its Capital Stock or Stock Equivalents:

(a) With respect to the Investor, to any Affiliate of the Investor;

(b) With respect to any Stockholder, to:

(i) such Stockholder’s spouse, parent, siblings, descendants (including adoptive relationships and stepchildren) and the spouses of each such natural persons (collectively, “Family Members”);

(ii) a trust under which the distribution of Capital Stock may be made only to such Stockholder and/or any Family Members of such Stockholder;

(iii) a charitable remainder trust, the income from which will be paid only to such Stockholder during his life;

(iv) a corporation, partnership or limited liability company, the stockholders, partners or members of which are only such Stockholder and/or Family Members of such Stockholder; or

(v) for bona fide estate planning purposes, either by will or by the laws of intestate succession, to such Stockholder’s executors, administrators, testamentary trustees, legatees or beneficiaries.

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Section 4.03 Right of First Refusal.

(a) Offered Stock. At any time prior to the consummation of a Public offering, and subject to the terms and conditions specified in Section 4.01, Section 4.02, this Section 4.03 and Section 4.04, the Company, first, and the Investor and each Stockholder holding Capital Stock (collectively with the Investor, the “ROFR Rightholders”), second, shall have a right of first refusal if any other Stockholder (the “Offering Stockholder”) receives a bona fide offer from any Person (a “Prospective Transferee”) that the Offering Stockholder desires to accept (a “Transfer Offer”) to Transfer all or any portion of any Shares (or applicable Stock Equivalents) it owns (the “Offered Stock”). Each time an Offering Stockholder receives a Transfer Offer for any Offered Stock from a Prospective Transferee, the Offering Stockholder shall first make an offering of the Offered Stock to the Company, first, and each ROFR Rightholder other than the Offering Stockholder (the “Applicable ROFR Rightholders”), second, all in accordance with the following provisions of this Section 4.03, prior to Transferring such Offered Stock to the Prospective Transferee. For any particular Transfer Offer, this right of first refusal and the terms and conditions set forth in this Section 4.03 shall be applied separately on a class-by-class and series-by-series basis for each class or series of Offered Stock, as applicable (including for purposes of calculating the respective ROFR pro rata portions in Section 4.03(d))

(b) Offered Stock Transfer Exceptions. Notwithstanding anything herein to the contrary, the right of first refusal in Section 4.03(a) shall not apply to any Transfer Offer or Transfer of Shares (or applicable Stock Equivalents) that are:

(i) permitted by and made in accordance with Section 4.02;

(ii) are made by a Tag-along Stockholder upon the exercise of its tag-along right pursuant to Section 4.04 after the Company and Applicable ROFR Rightholders have declined to exercise their rights in full under this Section 4.03; or

(iii) made pursuant to a Public Offering.

(c) Offer Notice.

(i) The Offering Stockholder shall, within five (5) Business Days of receipt of the Transfer Offer, give written notice (a “ROFR Notice”) to the Company and each Applicable ROFR Rightholder stating that it has received a Transfer Offer for the Offered Stock and specifying:

(A)	the class(es) or series and the applicable aggregate number of shares of Offered Stock to be Transferred by the Offering Stockholder;
(B)	the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the ROFR Notice;
(C)	the purchase price per share for each applicable class or series of Offered Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer Offer; and
(D)	the name of the Prospective Transferee who has offered to purchase such Offered Stock.

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For the avoidance of doubt, in the event of a Transfer Offer involving more than one class or series of Offered Stock, the Offering Stockholder may deliver a single ROFR Notice to the Company and each Applicable ROFR Rightholder.

(ii) The ROFR Notice shall constitute the Offering Stockholder’s offer to Transfer all of the Offered Stock to the Company and the Applicable ROFR Rightholders in accordance with the provisions of this Section 4.03, which offer shall be irrevocable until the end of the Applicable ROFR Rightholder Option Period described in Section 4.03(d)(iii).

(iii) By delivering the ROFR Notice, the Offering Stockholder represents and warrants to the Company and each Applicable ROFR Rightholder that:

(A)	the Offering Stockholder has full right, title and interest in and to the Offered Stock described in the ROFR Notice;
(B)	the Offering Stockholder has all the necessary power and authority and has taken all necessary action to Transfer the Offered Stock described in the ROFR Notice as contemplated by this Section 4.03; and
(C)	the Offered Stock described in the ROFR Notice is free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

(d) Exercise of Right of First Refusal; Over-Allotment Option.

(i) Upon receipt of the ROFR Notice, the Company and each Applicable ROFR Rightholder shall have the right to purchase the Offered Stock on the terms and purchase price(s) set forth in the ROFR Notice in the following order of priority: first, the Company shall have the right to purchase all or any portion of each class or series of Offered Stock in accordance with the procedures set forth in Section 4.03(d)(ii), and thereafter, the Applicable ROFR Rightholders shall have the right to purchase all (but not less than all) of their respective ROFR Pro Rata Portions of each class or series of the remaining Offered Stock, in accordance with the procedures set forth in Section 4.03(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Stock if, after giving effect to all elections made under this Section 4.03(d), no less than all of each class or series of Offered Stock will be purchased by the Company and/or the Applicable ROFR Rightholders.

(ii) The initial right of the Company to purchase any Offered Stock shall be exercisable with the delivery of a written notice (the “Company ROFR Exercise Notice”) by the Company to the Offering Stockholder and the Applicable ROFR Rightholders within twenty (20) Business Day of receipt of the ROFR Notice (the “Company Option Period”), stating the applicable number(s) (including where such number is zero) and type(s) of Offered Stock the Company elects to purchase on the terms and purchase price(s) set forth in the ROFR Notice. The Company ROFR Exercise Notice shall be binding upon delivery and irrevocable by the Company.

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(iii) If the Company does not elect to purchase all of the Offered Stock, the Applicable ROFR Rightholders shall have the right to purchase the remaining Offered Stock not elected to be purchased by the Company. For a period of ten (10) Business Days following the receipt of a Company ROFR Exercise Notice in which the Company has elected to purchase less than all the Offered Stock (such period, the “Applicable ROFR Rightholder Option Period”), each Applicable ROFR Rightholder shall have the right to elect to purchase all (but not less than all) of its ROFR Pro Rata Portion of each class or series of remaining Offered Stock by delivering a written notice to the Company and the Offering Stockholder (an “Applicable ROFR Rightholder Exercise Notice”) specifying its desire to purchase its ROFR Pro Rata Portion of each class or series of remaining Offered Stock, on the terms and applicable purchase price(s) set forth in the ROFR Notice. The Applicable ROFR Rightholder Exercise Notice shall be binding upon delivery and irrevocable by the Applicable ROFR Rightholder.

(iv) If the Applicable ROFR Rightholders pursuant to Section 4.03(d)(iii) do not, in the aggregate, elect to purchase all of the remaining Offered Stock not purchased by the Company, each Applicable ROFR Rightholder electing pursuant to Section 4.03(d)(iii) to purchase its entire ROFR Pro Rata Portion of each class or series of remaining Offered Stock (each, an “Exercising Applicable ROFR Rightholder”) shall have the right to purchase all or any portion of any class or series of remaining Offered Stock not elected to be purchased by the Company and the Applicable ROFR Rightholders. As promptly as practicable following the Applicable ROFR Rightholder Exercise Period, the Offering Stockholder shall deliver a written notice to each Exercising Applicable ROFR Rightholders (an “Exercising Applicable ROFR Rightholder Notice”) stating the number(s) and type(s) of remaining Offered Stock available for purchase following the Applicable ROFR Rightholder Exercise Period. For a period of ten (10) Business Days following the receipt of an Exercising Applicable ROFR Rightholder Notice (such period, the “Exercising Applicable ROFR Rightholder Option Period”), each Exercising Applicable ROFR Rightholder shall have the right to elect to purchase all or any portion of each class or series of remaining Offered Stock by delivering a written notice to the Company and the Offering Stockholder (an “Exercising Applicable ROFR Rightholder Exercise Notice”) specifying the number(s) and type(s) of additional remaining Offered Stock it desires to purchase on the terms and applicable purchase price(s) set forth in the ROFR Notice. The Exercising Applicable ROFR Rightholder Exercise Notice shall be binding upon delivery and irrevocable by the Exercising Applicable ROFR Rightholder.

(v) The failure of the Company or any Applicable ROFR Rightholder to deliver a Company ROFR Exercise Notice or an Applicable ROFR Rightholder Exercise Notice, respectively, by the end of the Company Option Period or the Applicable ROFR Rightholder Option Period, respectively, shall constitute a waiver of the applicable rights of first refusal under this Section 4.03 with respect to the Transfer of the Offered Stock, but shall not affect their respective rights with respect to any future Transfers.

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(e) Allocation of Offered Stock. Upon the expiration of the Applicable ROFR Rightholder Option Period or, if applicable, the expiration of the Exercising Applicable ROFR Rightholder Option Period, each class or series of remaining Offered Stock not selected for purchase in its entirety by the Company pursuant to Section 4.03(d)(ii) shall be allocated for purchase among the Exercising Applicable ROFR Rightholders, as follows:

(i) First, to each Exercising Applicable ROFR Rightholder having elected pursuant to Section 4.03(d)(iii) to purchase its entire ROFR Pro Rata Portion of each class or series of remaining Offered Stock, such Applicable ROFR Rightholder’s ROFR Pro Rata Portion of each class or series of such remaining Offered Stock; and

(ii) Second, the balance, if any, not allocated under clause (i) above (and not purchased by the Company pursuant to Section 4.03(d)(ii)), shall be allocated to those Exercising Applicable ROFR Rightholders electing pursuant to Section 4.03(d)(iv) to purchase a number of remaining Offered Stock exceeding their respective ROFR Pro Rata Portions, in an amount, with respect to each such Exercising Applicable ROFR Rightholder, that is equal to the lesser of:

(A) the number of such class or series of remaining Offered Stock that such Exercising Applicable ROFR Rightholder elected to purchase in excess of its applicable ROFR Pro Rata Portion; and

(B) the product of (1) the number of each class or series of remaining Offered Stock not allocated under Section 4.03(e)(i) (and not purchased by the Company pursuant to Section 4.03(d)(ii)), multiplied by (2) a fraction, the numerator of which is the number of such class or series of remaining Offered Stock that such Exercising Applicable ROFR Rightholder was permitted to purchase pursuant to Section 4.03(e)(i), and the denominator of which is the aggregate number of such class or series of remaining Offered Stock that all Exercising Applicable ROFR Rightholders were permitted to purchase pursuant to Section 4.03(e)(i);

provided, that if following the allocation under this Section 4.03(e)(ii) there are any remaining unallocated shares of and class or series of remaining Offered Stock, those shares shall be allocated to those Exercising Applicable ROFR Rightholders who have not yet been allocated their full share election of such class or series made pursuant to Section 4.03(d)(iv) pro rata based on the number of remaining shares of such class or series elected to be purchased by those Exercising Applicable ROFR Rightholders until either no Offered Stock of such class or series remain or until such time as all Exercising Applicable ROFR Rightholders have been permitted to purchase all Offered Stock of such class or series that they elected to purchase.

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(f) Consummation of Sale to the Company and/or Applicable ROFR Rightholders. In the event that the Company and/or the Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Stock, then the Offering Stockholder shall sell such Offered Stock to the Company and/or the Applicable ROFR Rightholders, and the Company and/or the Applicable ROFR Rightholders, as the case may be, shall purchase such Offered Stock, within sixty (60) days following the expiration of the Applicable ROFR Rightholder Option Period or, if applicable, the Exercising Applicable ROFR Rightholder Option Period (either of which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). Each Stockholder shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 4.03(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 4.03(f), the Offering Stockholder shall deliver to the Company and/or the participating Applicable ROFR Rightholders certificates (if any) representing the Offered Stock to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

(g) Sale to Proposed Purchaser. In the event that the Company and/or the Applicable ROFR Rightholders shall not have collectively elected to purchase all of the Offered Stock, then, provided the Offering Stockholder has also complied with the provisions of Section 4.04 and Section 4.01, to the extent applicable, the Offering Stockholder may Transfer all of such Offered Stock, at a price per share for each applicable class or series of Offered Stock not less than that specified in the ROFR Notice and on other terms and conditions which are not materially more favorable in the aggregate to the Prospective Transferee than those specified in the ROFR Notice, but only to the extent that such Transfer occurs within ninety (90) days after expiration of the Applicable ROFR Rightholder Option Period or, if applicable, the Exercising Applicable ROFR Rightholder Option Period. Any Offered Stock not Transferred within such 90-day period will be subject to the provisions of this Section 4.03 upon subsequent Transfer.

(h) Termination. This Section 4.03, and the covenants contained herein, shall terminate on the consummation of a Public offering.

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Section 4.04 Tag-along Right.

(a) Participation on Sale of Stock. At any time prior to the consummation of a Public Offering, and subject to the terms and conditions specified in Section 4.01 and this Section 4.04, if any Stockholder (the “Selling Stockholder”) proposes to Transfer any of its Shares (or Stock Equivalents) (collectively, the “Tag-along Stock”) to any Person, each other Stockholder holding shares of Capital Stock (each, a “Tag-along Stockholder”) shall be permitted to participate in such sale (a “Tag-along Sale”) on the terms and conditions set forth in this Section 4.04. This participation right and the terms and conditions set forth in this Section 4.04 shall be applied separately on a class-by-class and series-by-series basis for each class or series of Tag-along Stock, as applicable.

(b) Tag-along Sale Exceptions. Notwithstanding anything herein to the contrary, the provisions of this Section 4.04 shall not apply to any Transfer of Tag-along Stock that is:

(i) permitted by and made in accordance with Section 4.02;

(ii) made to either the Company or any Applicable ROFR Rightholder pursuant to the exercise of the rights set forth in Section 4.03; or

(iii) is made pursuant to a Public Offering.

(c) Tag-along Notice. The Selling Stockholder shall deliver to the Company and each other Tag-along Stockholder a written notice (a “Tag-along Notice”) of the proposed Tag-along Sale within (i) five (5) Business Days following the expiration of the Applicable ROFR Rightholder Option Period or, if applicable, the Exercising Applicable ROFR Rightholder Option Period, in the event that the Company and/or the Applicable ROFR Rightholders shall not have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Stock pursuant to Section 4.03, or (ii) twenty (20) Business Days prior to the consummation of any Tag-along Sale which was not subject to Section 4.03.

The Tag-along Notice shall make reference to the Tag-along Stockholders’ rights hereunder and shall describe in reasonable detail:

(i) The class(es) or series and applicable aggregate number of Tag-along Stock the Selling Stockholder proposes to Transfer;

(ii) The identity of the prospective Transferee(s);

(iii) The proposed date, time and location of the closing of the Tag-along Sale, which shall not be less than 60 (sixty) days from the date of the Tag-along Notice;

(iv) The purchase price per share for each applicable class or series of Tag-along Stock (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; and

(v) A copy of any form of agreement proposed to be executed in connection therewith.

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For the avoidance of doubt, in the event of a Tag-along Sale involving more than one class or series of Tag-along Stock, the Selling Stockholder may deliver a single Tag-along Notice to the Company and each Tag-along Stockholder.

(d) Exercise of Tag-along Right.

(i) Each Tag-along Stockholder may exercise its right to participate in the Tag-along Sale on the terms described in the Tag-along Notice by delivering to the Selling Stockholder a written notice (a “Tag-along Exercise Notice”) stating its election to do so for each class or series of Tag-along Stock included in the Tag-along Notice no later than ten (10) Business Days after receipt of the Tag-along Notice (the “Tag-along Exercise Period”). The election of each Tag-along Stockholder set forth in a Tag-along Exercise Notice shall be irrevocable, and, to the extent the offer in the Tag-along Notice is accepted, such Tag-along Stockholder shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 4.04. If one or more Tag-along Stockholders elects pursuant to a Tag-along Exercise Notice and this Section 4.04(d)(i) to participate in the Tag-along Sale, the number of each applicable class or series of Tag-along Stock that the Selling Stockholder may sell in the Tag-along Sale shall be correspondingly reduced in accordance with Section 4.04(d)(ii).

(ii) The Selling Stockholder and each Tag-along Stockholder timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall have the right to Transfer in the Tag-along Sale the number of Shares (or applicable Stock Equivalents) of each class or series of Tag-along Stock set out in the applicable Tag-along Notice, treated as separate classes for purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Stock, as the case may be, set out in the applicable Tag-along Notice and (B) such Stockholder’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Stock. Any Tag-along Stockholder may elect to sell in the Tag-along Sale less than the number of Shares (or Stock Equivalents) calculated pursuant to this Section 4.04(d)(ii) for any particular class or series of Tag-along Stock, in which case the Selling Stockholder shall have the right/the Selling Stockholder and each Tag-along Stockholder timely electing to sell its full Tag-along Pro Rata Portion of each applicable class or series of Tag-along Stock in the Tag-along Sale pursuant to this Section 4.04(d)(ii) (each, a “Fully Electing Tag-along Stockholder”) shall have the right to sell the applicable shares of Tag-along Stock not elected to be sold by a Tag-along Stockholder.

(e) Waiver. Each Tag-along Stockholder who does not deliver a Tag-along Exercise Notice in compliance with Section 4.04(d)(i) shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in the Tag-along Sale with respect to the Capital Stock (or applicable Stock Equivalents) owned by such Tag-along Stockholder, and the Selling Stockholder shall (subject to the rights of any other participating Tag-along Stockholder thereafter be free to sell to the prospective Transferee the Tag-along Stock identified in the Tag-along Notice at a per share price for each class or series of such Tag-along Stock that is no greater than the applicable per share price set forth in the Tag-along Notice and on other terms and conditions which are not materially more favorable to the Selling Stockholder than those set forth in the Tag-along Notice, without any further obligation to the non-accepting Tag-along Stockholders Conditions of Sale.

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(i) Each Stockholder participating in the Tag-along Sale shall receive the same consideration per class or series of Tag-along Stock, after deduction of such Stockholder’s proportionate share of the related expenses in accordance with Section 4.04(g) below. In addition, no Transfer of any Tag-along Stock by the Selling Stockholder in the Tag-along Sale shall occur unless the prospective Transferee simultaneously purchases the Shares (or applicable Stock Equivalents) elected to be sold by the Tag-along Stockholders pursuant to Section 4.04(d)(i) and if any such Transfer is in violation of this Section 4.04, it shall be null and void in accordance with the provisions of Section 4.01(e) hereof.

(ii) Each Tag-along Stockholder shall execute the applicable purchase agreement, if any, and shall make or provide the same representations, warranties, covenants and indemnities as the Selling Stockholder makes or provides in connection with the Tag-along Sale; provided, that each Tag-along Stockholder shall only be obligated to make representations and warranties that relate specifically to a Stockholder (as opposed to the Company and its business) with respect to the Tag-along Stockholder’s title to and ownership of the applicable Shares (or Stock Equivalents), authorization, execution and delivery of relevant documents, enforceability of such documents against the Tag-along Stockholder, and other similar representations and warranties made by the Selling Stockholder, and shall not be obligated to make any of the foregoing representations and warranties with respect to any other Stockholder or their Shares (or Stock Equivalents); provided, further, that all indemnities and other obligations shall be made by the Selling Stockholder and each Tag-along Stockholder severally and not jointly and severally (A) with respect to breaches of representations, warranties and covenants made by the Selling Stockholder and the Tag-along Stockholders relating to the Company and its business, if any, pro rata based on the aggregate consideration received by the Selling Stockholder and each Tag-along Stockholder in the Tag-along Sale, and (B) in an amount not to exceed for the Selling Stockholder or any Tag-along Stockholder, the aggregate consideration received by the Selling Stockholder and each such Tag-along Stockholder in connection with the Tag-along Sale, as applicable, plus the amount of any consideration forfeited by the Selling Stockholder or such Tag-along Stockholder, as applicable, to which it is entitled but has not yet received (including, without limitation, as a result of an escrow agreement, earn-out or similar arrangement).

(f) Cooperation. Subject to Section 4.04(e)(ii), each Tag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments (including stock certificates evidencing the applicable Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank), in each case, consistent with the agreements being entered into and the certificates and instruments being delivered by the Selling Stockholder.

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(g) Expenses. The fees and expenses of the Selling Stockholder incurred in connection with a Tag-along Sale and for the benefit of all Tag-along Stockholders (it being understood that costs incurred by or on behalf of a Selling Stockholder for its sole benefit will not be considered to be for the benefit of all Tag-along Stockholders), to the extent not paid or reimbursed by the Company or the prospective Transferee, shall be shared by the Selling Stockholder and all the participating Tag-along Stockholders on a pro rata basis, based on the aggregate consideration received by each such Stockholder; provided, that no Tag-along Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Tag-along Sale.

(h) Consummation of Sale. Subject to the requirements and conditions of this Section 4.04 and the other applicable provisions of this Agreement, including Section 4.01 hereof, the Selling Stockholder shall have sixty (60) days following the expiration of the Tag-along Exercise Period in which to consummate the Tag-along Sale, on terms not more favorable to the Selling Stockholder than those set forth in the Tag-along Exercise Notice (which 60-day period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority). If at the end of such period the Selling Stockholder has not completed the Tag-along Sale, the Selling Stockholder may not then effect a Transfer that is subject to this Section 4.04 without again fully complying with the provisions of this Section 4.04. At the closing of the Tag-along Sale, each of the Tag-along Stockholders timely electing to participate in the Tag-along Sale pursuant to Section 4.04(d)(i) shall enter into the agreements and deliver the certificates and instruments, in each case, required by Section 4.04(e) and Section 4.04(f) against payment therefor directly to the Tag-along Stockholder of the portion of the aggregate consideration to which each such Tag-along Stockholder is entitled in the Tag-along Sale in accordance with the provisions of this Section 4.04.

(i) Termination. This Section 4.04, and the covenants contained herein, shall terminate on the consummation of a Public Offering.

Article V

Covenants

Section 5.01 Financial Statements. The Company shall furnish to each Stockholder holding 1% or more of the issued and outstanding Capital Stock (each, a “Qualified Stockholder”) the following reports:

(a) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and any Company Subsidiaries as at the end of each such Fiscal Year and audited consolidated statements of income, cash flows and stockholders’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year and for the Budget for such Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with the Companies Act, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby.

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(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the end of each quarterly accounting period in each Fiscal Year (other than the last fiscal quarter of the Fiscal Year), unaudited consolidated balance sheets of the Company and Company Subsidiaries as at the end of each such fiscal quarter and for the current Fiscal Year to date and unaudited consolidated statements of income, cash flows and stockholders’ equity for such fiscal quarter and for the current Fiscal Year to date, in each case setting forth in comparative form the figures for the corresponding periods of the previous Fiscal Year and for the Budget for such Fiscal Year, all in reasonable detail and all prepared in accordance with the Companies Act, consistently applied (subject to normal year-end audit adjustments and the absence of notes thereto), and certified by the principal financial or accounting officer of the Company.

(c) Accountants’ Reports. As soon as available, and in any event within five (5) Business Days after receipt thereof by the Company, copies of all audit reports, management letters and all other reports or written work product provided to the Company by its independent certified public accountants in connection with any annual, interim or special audit of the books or accounts, financial statements or financial or accounting systems or controls of the Company or any Company Subsidiary.

Section 5.02 Inspection Rights. Upon reasonable notice from a Qualified Stockholder, the Company shall, and shall cause its directors, officers and employees to, afford each Qualified Stockholder and its Representatives reasonable access during normal business hours to (i) the Company’s and the Company Subsidiaries’ properties, offices, plants and other facilities, (ii) the corporate, financial and similar records, reports and documents of the Company and the Company Subsidiaries, including, without limitation, all books and records, minutes of proceedings, internal management documents, reports of operations, reports of adverse developments, copies of any management letters and communications with stockholders, and to permit each Qualified Stockholder and its Representatives to examine such documents and make copies thereof, and (iii) the Company’s and the Company Subsidiaries’ officers, senior employees and public accountants, and to afford each Qualified Stockholder and its Representatives the opportunity to discuss and advise on the affairs, finances and accounts of the Company and the Company Subsidiaries with their officers, senior employees and public accountants (and the Company hereby authorizes said accountants to discuss with such Qualified Stockholder and its Representatives such affairs, finances and accounts).

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Section 5.03 Termination. The covenants contained in this Article V shall terminate on the consummation of a Public Offering.

Section 5.04 Operating, Capital Expenditure and Capital Budget (the “Operational Budget”) and Payment of Dividends. One month prior to the COD and subsequently, one month prior to the beginning of any fiscal year, and following any extraordinary event materially impacting the Company, the Company shall present an operating, capital expenditure and capital budget for the following two fiscal years (or in the case of and extraordinary event materially impacting the Company, for the balance of the then current fiscal year and the following fiscal year), which must be approved by the Investor , which approval shall not be unreasonably withheld. Any dispute regarding such budgets shall be resolved by a meeting held between the Investor and the Promoter. If any such dispute cannot be resolved by the Investor and Promoter, they shall appoint by mutual consent a third party engineering consulting firm and other consultants as necessary to prepare a written opinion on the reasonableness of the disputed budget, which opinion shall be binding on the Directors. Deviations of actual expenditures from budgeted expenditures greater than five percent (5.0%) shall require the prior written consent of the Investor and the Promoter. The Company shall pay out as dividends to stockholders its cash resources on a quarterly basis, subject to withholding of such amounts of cash resources as is required for maintaining prudent working capital levels and meeting the debt and other obligations of the Company as determined under the Company’s budget setting process.

Section 5.05 Business Scope. The Company may not engage in any business other than the operating the Project, nor lend any money or invest in any other business, nor assume any debt or issue any share capital without the approval of the Investor and the Promoter.

Article VI

Representations and Warranties

Section 6.01 Representations and Warranties of Stockholders. The Promoter and each Stockholder, severally and not jointly, represents and warrants to the Investor that:

(a) Such Stockholder has full capacity and corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of such Stockholder. Such Stockholder has duly executed and delivered this Agreement.

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(b) This Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority.

(c) The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict with or result in any violation or breach of any provision of any agreement to which the Stockholder is a party, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law which would have a Material Adverse Effect on the Company; or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Stockholder is a party.

(d) Except for this Agreement, such Stockholder has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to any Capital Stock or Stock Equivalents of the Company, including agreements or arrangements with respect to the acquisition or disposition of any such Capital stock or Stock Equivalents or any interest therein or the voting of any Capital Stock or Stock Equivalents (whether or not such agreements and arrangements are with the Company or any other Stockholder).

(e) Subject to the other provisions of this Agreement, the representations and warranties contained herein shall survive the date of this Agreement and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof).

Section 6.02 Representations and Warranties of Investor. The Investor represents and warrants to the Company and Stockholders that:

(a) It is a corporation duly incorporated in and in good standing in the State of Nevada.

(b) It has full capacity and corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of Investor. Investor has duly executed and delivered this Agreement.

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(c) This Agreement constitutes the legal, valid and binding obligation of Investor, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority.

(d) The execution, delivery and performance by Investor of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict with or result in any violation or breach of any provision of any agreement to which the Investor is a party, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Stockholder is a party.

(e) Except for this Agreement, Investor has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to any Capital Stock or Stock Equivalents of the Company, including agreements or arrangements with respect to the acquisition or disposition of any such Capital stock or Stock Equivalents or any interest therein or the voting of any Capital Stock or Stock Equivalents (whether or not such agreements and arrangements are with the Company or any other Stockholder).

(f) Subject to the other provisions of this Agreement, the representations and warranties contained herein shall survive the date of this Agreement and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof).

Section 6.03 Representations and Warranties of Company. The Company represents and warrants to the Investor that:

(a) It is a corporation duly formed in and in good standing in India.

(b) The Company has full capacity and corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of the Company. The Company has duly executed and delivered this Agreement.

(c) This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority.

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(d) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict with or result in any violation or breach of any provision of any agreement to which the Company is a party, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Company is a party.

(e) Except for this Agreement, the Company has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to any Capital Stock or Stock Equivalents of the Company, including agreements or arrangements with respect to the acquisition or disposition of any such Capital stock or Stock Equivalents or any interest therein or the voting of any Capital Stock or Stock Equivalents (whether or not such agreements and arrangements are with the Investor or any other Stockholder).

(f) Subject to the other provisions of this Agreement, the representations and warranties contained herein shall survive the date of this Agreement and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof).

(g) Subject to the other provisions of this Agreement, the representations and warranties contained herein shall survive the date of this Agreement and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof).

Article VII

Miscellaneous

Section 7.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the investor incurring such costs and expenses.

Section 7.02 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company, Investor and each Stockholder hereby agrees, at the request of the Company, Investor or any other Stockholder, to execute and deliver such additional documents, instruments, conveyances and assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

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Section 7.03 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the address on the stock ledger of the Company (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.03).

Section 7.04 Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

Section 7.05 Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. The parties shall take all reasonable actions to promptly amend this Agreement to ensure that it complies with Applicable Law, including, but not limited to, the Companies Act.

Section 7.06 Entire Agreement.

(a) This Agreement and any Joinder Agreements executed after the date hereof (collectively, the “Related Agreements”), constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

(b) In the event of an inconsistency or conflict between the provisions of this Agreement and any provisions of any Related Agreement with respect to the subject matter herein, the terms of this Agreement shall control.

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Section 7.07 Successors and Assigns; Assignment. Subject to the rights and restrictions on Transfers set forth in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 7.08 No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors and assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.09 Amendment. No provision of this Agreement may be amended or modified except by an instrument in writing executed by the Company, Investor and Stockholders holding a majority of the issued and outstanding shares of Capital Stock. Any such written amendment or modification will be binding upon the Company, Investor and each Stockholder.

Section 7.10 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this Section 7.10 shall diminish any of the explicit and implicit waivers described in this Agreement, including in, Section 4.03(d)(v), Section 4.04(e) and Section 7.12 hereof.

Section 7.11 Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the Nevada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).

Section 7.12 Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

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Section 7.13 Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

Section 7.14 Attorneys’ Fees. In the event that any party hereto institutes any legal suit, action or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

Section 7.15 Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

Section 7.16 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 7.17 Legend. In addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Capital Stock shall bear a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written adjacent to their respective signatures.

REGENCY YAMUNA ENERGY LIMITED
By	/s/ Arun Sharma
Name:	Arun Sharma
Title:	Director
Date:	October 18, 2013
PAN ASIA INFRATECH CORP.
By	/s/ Bharat Vasandani
Name:	Bharat Vasandani
Title:	Chairman, Chief Executive Officer, President, Secretary and Treasurer
Date:	October 28, 2013

SELLING STOCKHOLDER:		SIGNATURE:	DATE:
Arun Sharma (the “Promoter”)		/s/ Arun Sharma	October 18, 2013
Amitabh Sharma		/s/ Amitabh Sharma	October 18, 2013
Sunita Sharma		/s/ Sunita Sharma	October 18, 2013
Abhay Sharma		/s/ Abhay Sharma	October 18, 2013
A.Power Himalayas Ltd	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Charu Finvest Consultant Ltd	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Regency Aquaelectro & Motel - Resorts Ltd.	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Spoxy Vyapaar Pvt. Ltd.	By:	/s/ Tarun Sharma	October 18, 2013
	Title:	Director
Sunrays Agencies Pvt. Ltd.	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Indu Jindal		/s/ Indu Jindal	October 18, 2013
Pavaljeet Singh Ruppal		/s/ Pavaljeet Singh Ruppal	October 18, 2013
Pradeep Kaur		/s/ Pradeep Kaur	October 18, 2013
Himanshu Leasefin Co. Pvt. Ltd.	By:	/s/ Sanjay Jindal	October 18, 2013
	Title:	Director
Sanjay Kumar Jindal		/s/ Sanjay Kumar Jindal	October 18, 2013

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EX-10.4

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”), by and among REGENCY YAMUNA ENERGY LIMITED, an India corporation (the “Company”), MR. ARUN SHARMA (the “Promoter”), each of the remaining stockholders of the Company (each and collectively with the Promoter, the “Selling Stockholder” or the “Selling Stockholders”), PAN ASIA INFRATECH CORP., a Nevada corporation (the “Buyer”), and Philip Magri, Esq. (the “Escrow Agent”).

WHEREAS, Buyer has entered into that certain Stock Purchase Agreement (the “Purchase Agreement”) with the Company, the Promoter and the remaining Selling Stockholder of the Company pursuant to which the Buyer wishes to invest an aggregate of Rs. 38.75 Cr. in the Company to enable the Company to restructure certain outstanding indebtedness, to fund the completion of the Project, and to purchase 100% of the outstanding equity of the Company, subject to the terms and conditions set forth in the Purchase Agreement;

WHEREAS, the Purchase Agreement provides that the Purchase Price shall be deposited by the Buyer into escrow to be held and distributed by the Escrow Agent in accordance with the terms of the Purchase Agreement; and

WHEREAS, the Purchase Agreement also provides that the Shares shall be deposited by the Company, Promoter and Selling Stockholders into escrow to be held and distributed by the Escrow Agent in accordance with the terms of the Purchase Agreement; and

WHEREAS, the execution and delivery of this Agreement is a condition to the parties’ obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Defined Terms. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement.

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2. Escrow Deposit.

(a) The Buyer has deposited and will continue to deposit funds (the “Escrow Funds”), by wire transfer of immediately available funds, with the Escrow Agent pursuant to Section 2.02 of the Purchase Agreement and the instructions attached hereto as Appendix A. The Escrow Agent shall hold the Escrow Funds in the attorney escrow bank account noted on Appendix A, in the name of The Magri Law Firm, PLLC, as Escrow Agent for Company and Buyer (the “Escrow Account”), subject to the terms and conditions of this Agreement. The Escrow Funds shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the Escrow Funds except in accordance with the express terms and conditions of this Agreement and the Purchase Agreement.

(b) Prior to each Closing, and as a condition precedent to consummating the respective Closing under the Purchase Agreement, the Company, Promoter and/or Selling Stockholders, as the case may be, will place into escrow with the Escrow Agent certificate(s) evidencing the amount of Shares being purchased by Buyer in the Closing, properly endorsed to permit the transfer thereof to the Buyer, free of any and all Encumbrances (the “Escrow Shares”). The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not distribute or release the Escrow Shares except in accordance with the express terms and conditions of this Agreement and the Purchase Agreement.

3. Investment of Escrow Funds. The Escrow Agent shall not invest the Escrow Funds.

4. Release of Escrow Funds and Escrow Shares. The Escrow Funds held pursuant to this Agreement are intended to provide a non-exclusive source of funds for the payment of any amounts which may become payable under the Purchase Agreement. The Escrow Funds shall only be distributed and released as follows:

(a) Purchase Price. Upon the Escrow Agent’s receipt of a written instruction and distribution form signed by the Buyer and Company stating that the parties are ready to consummate a Closing pursuant to the Purchase Agreement and specifying amount to paid by Buyer to the Company, Promoter and/or any Selling Stockholder, as the case may be, pursuant to the Purchase Agreement, the Escrow Agent shall promptly, and in any event within two (2) Business Days of its receipt of that instruction, release, by wire transfer to an account or accounts designated by Buyer, an amount of Escrow Funds from the Escrow Account equal to the amount and currency specified in such instruction and send by certified mail, the appropriate Escrow Shares to the address(es) provided by the Buyer to the Escrow Agent. Notwithstanding anything contained herein to the contrary, the Escrow Agent shall not be liable for any fluctuations or variances in the exchange rates between the United States Dollar and the Indian Rupee (or other currency) between the date the written instructions are received by the Escrow Agent from the Company and the date the Escrow Agent distributes the Escrow Funds to any of the parties pursuant to the written instructions.

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(b) Distributions Deemed Adjustments to Purchase Price. All distributions of the Escrow Funds to Buyer pursuant to this Agreement shall be deemed to be adjustments to the Purchase Price pursuant to the terms of the Purchase Agreement.

(c) Court Order. Notwithstanding any other provision in this Agreement to the contrary, the Escrow Agent shall disburse the Escrow Funds and/or Escrow Shares (or any portion thereof) in accordance with a notice from either Buyer or Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, pursuant to which such court has determined whether and to what extent Buyer or Company are entitled to the Escrow Funds (or any portion thereof).

5. Inspection Rights and Account Statements. The parties shall have the right to inspect and obtain copies of the records of the Escrow Agent pertaining to this Agreement and to receive monthly reports of the status of the Escrow Account.

6. Termination. This Agreement shall terminate when the entire Escrow Account and all of the Escrow Shares have been distributed in accordance with Section 4 of this Agreement.

7. Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds in the Escrow Account and to perform in accordance with the terms and provisions of this Agreement. The parties agree that the Escrow Agent does not assume any responsibility for the failure of the parties to perform in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities:

(a) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it.

(b) The Escrow Agent shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, fiduciary’s or individual’s authority.

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(c) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct.

(d) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The parties hereto jointly and severally agree to pay the reasonable and documented costs of such counsel’s services.

(e) The Escrow Agent shall neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document between the other parties hereto, including, without limitation, the Purchase Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other agreement, instrument or document.

(f) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from Buyer or Company which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing jointly by Buyer and Company or by a final and non-appealable order of a court of competent jurisdiction. The Escrow Agent shall have the option, after ten (10) days’ notice to Buyer and Company of its intention to do so, to file an action in interpleader requiring Buyer and Company to answer and litigate any claims and rights among themselves.

(g) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

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8. Resignation and Removal of Escrow Agent.

(a) The Escrow Agent reserves the right to resign at any time by giving twenty (20) days written notice of resignation, specifying the effective date thereof. On the effective date of such resignation, the Escrow Agent shall deliver this Agreement together with the Escrow Funds (including any Escrow Income earned thereon) and any and all related instruments or documents to any successor escrow agent agreeable to Buyer and Company. If a successor escrow agent has not been appointed and has not accepted such appointment prior to the expiration of twenty (20) days following the date of the notice of such resignation, the Escrow Agent may, but shall not be obligated to, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. Any such resulting appointing shall be binding upon all of the parties to this Agreement. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor escrow agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent.

(b) The Escrow Agent may be removed (with or without cause) and a new escrow agent may be appointed upon mutual agreement of Buyer and Company. In such event, Buyer and Company shall deliver joint written notice to the Escrow Agent of such removal together with joint written instructions authorizing delivery of this Agreement together with the Escrow Funds (including any Escrow Income earned thereon) and any and all related instruments or documents to a successor escrow agent.

(c) Upon delivery of the Escrow Funds to a successor escrow agent in accordance with this Section 8, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. All power, authority, duties and obligations of the Escrow Agent shall apply to any successor escrow agent.

9. Indemnification of Escrow Agent. The parties shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable and documented attorneys’ fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, except to the extent such liability, loss, damage or expense arises from its willful misconduct or gross negligence. The indemnification provided for under this Section 9 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

10. Taxes. Each of the parties agree that, for purposes of federal and other taxes based on income, Buyer shall be treated as the owner of the Escrow Funds and that Buyer shall report the income, if any, that is earned on, or derived from, the Escrow Funds as its income, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.

11. Business Days. If any date on which the Escrow Agent is required to make a delivery pursuant to the provisions hereof is not a day on which the Escrow Agent is open for business, then the Escrow Agent shall make such investment or delivery on the next succeeding Business Day.

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12. Force Majeure. None of the parties shall be liable or responsible to the other parties, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or Ancillary Document, when and to the extent such failure or delay is caused by: (a) natural calamities and other acts of God; (b) flood, fire or explosion; (c) war, terrorism, invasion, riot or other civil unrest; (d) embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency;(f) strikes, lock-outs, labor stoppages or slowdowns or other industrial disturbances;(g) any passage of law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition; (h) national or regional shortage of adequate power or telecommunications or transportation facilities; (i) any effects of the “shutdown” of the U.S. government as a result of any impasse in the United States Congress over the budget or federal debt ceiling, including delays or failures to act by any Governmental Authority or (j) any disruption in the banking systems or financial markets in the United States or India (each of the foregoing, a “Force Majeure Event”), in each case provided that (A) such event is outside the reasonable control of the affected party; (B) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (C) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

13. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the [third] day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13). Notwithstanding the above, in the case of communications delivered to the Escrow Agent whereby the Escrow Agent must act based on a specified number of days upon its receipt of such communication, if applicable, such communications shall be deemed to have been given on the date received by an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at the above-referenced office.

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If to Company and/or Selling Stockholders:
	Regency Yamuna Energy Limited
	Regency Complex, River View Road
	Shamsherpur, Paonta Sahib-173 025 (HP)
	Telephone: +91-1704-223431, 224431
	Facsimile: +91-1704-222645
	E-mail: aphregency@yahoo.co.in
	Attention: Sh.Arun Sharma
If to Promoter:
	Mr. Arun Sharma
	Regency Complex
	River View Road
	Shamsherpur, Paonta Sahib-173 025 (HP).
	Telephone: +91-1704-223778
	Facsimile: +91-1704-222645
	E-mail: arunsharma5000@rediffmail.com
with a copy to:	Sh. Amitabh Sharma (skihimalayas@gmail.com,
	Mobile : +91-98160-55555)
If to Buyer:	Pan Asia Infratech, Corp.
	c/o Pan Global, Corp.
	123 W. Nye Lane, Suite 455
	Carson City, Nevada 89706
	Attention of: Bharat Vasandani
	Telephone: (888) 983-1623
If to Escrow Agent:	The Magri Law Firm, PLLC
	2642 NE 9th Avenue
	Fort Lauderdale, FL 33334
	USA
	Direct: (954) 303-8027
	T: (646) 502-5900
	F: (646) 836-9200
	pmagri@magrilaw.com
	www.magrilaw.com
	Attention: Philip Magri, Esq.

Escrow Agreement Page 7

14. Entire Agreement. This Agreement, together with the Purchase Agreement and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any inconsistency between the statements in the body of this Agreement and those of the Purchase Agreement, (i) with respect to any inconsistency as between Buyer and Company, the statements in the body of the Purchase Agreement shall control; and (ii) with respect to any inconsistency as between the Escrow Agent, on the one hand, and either Buyer or Company or both, on the other hand, the statements in the body of this Agreement shall control.

15. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

16. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

17. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

18. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Escrow Agreement Page 8

20. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Fort Lauderdale and County of Broward, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

21. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21.

22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

23. Effective Date. This Agreement shall be effective as of the date the last party to this Agreement has executed the signature page hereto, unless otherwise amended or waived by the unanimous written consent by the parties.

[SIGNATURE PAGE FOLLOWS]

Escrow Agreement Page 9

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written adjacent to their signatures.

Company:	REGENCY YAMUNA ENERGY LIMITED
	By	/s/ Arun Sharma
	Name:	Arun Sharma
	Title:	Director
	Date:	October 18, 2013
Buyer:	PAN ASIA INFRATECH CORP.
	By	/s/ Bharat Vasandani
	Name:	Bharat Vasandani
	Title:	Chairman, Chief Executive Officer, President, Secretary and Treasurer
	Date:	October 28, 2013
Escrow Agent:		/s/ Philip Magri
		Philip Magri, Esq.
		The Magri Law Firm, PLLC
		Date: October 28, 2013

SELLING STOCKHOLDER:		SIGNATURE:	DATE:
Arun Sharma (the “Promoter”)		/s/ Arun Sharma	October 18, 2013
Amitabh Sharma		/s/ Amitabh Sharma	October 18, 2013
Sunita Sharma		/s/ Sunita Sharma	October 18, 2013
Abhay Sharma		/s/ Abhay Sharma	October 18, 2013
A.Power Himalayas Ltd	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Charu Finvest Consultant Ltd	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Regency Aquaelectro & Motel - Resorts Ltd.	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Spoxy Vyapaar Pvt. Ltd.	By:	/s/ Tarun Sharma	October 18, 2013
	Title:	Director
Sunrays Agencies Pvt. Ltd.	By:	/s/ Arun Sharma	October 18, 2013
	Title:	Director
Indu Jindal		/s/ Indu Jindal	October 18, 2013
Pavaljeet Singh Ruppal		/s/ Pavaljeet Singh Ruppal	October 18, 2013
Pradeep Kaur		/s/ Pradeep Kaur	October 18, 2013
Himanshu Leasefin Co. Pvt. Ltd.	By:	/s/ Sanjay Jindal	October 18, 2013
	Title:	Director
Sanjay Kumar Jindal		/s/ Sanjay Kumar Jindal	October 18, 2013

Escrow Agreement Page 10

EX-99.1

Pan Global Corp. Enters into Definitive Agreement to

Acquire 100% of 5.7MW Small-Hydro Plant in India

Carson City, NV--(Marketwired–October 29, 2013 8:30 AM EST) – Pan Global, Corp. (OTCQB: PGLO) (the “Company”) is pleased to announce today that through its wholly-owned subsidiary, Pan Asia Infratech, Corp. (“Pan Asia Infratech”), it has entered into a definitive stock purchase agreement (“Agreement”) to acquire 100% of the outstanding shares and convertible debt (if not previously converted) of Regency Yamuna Energy Limited (“RYEL”), a privately held Indian corporation which is commissioning a 5.7 MW small-hydro project in northern India (the “Project”). The Project is estimated to be 95% complete and commercial operation is expected to commence during the fourth quarter of 2013.

Pan AsiaInfratech entered into the Agreement with RYEL, Mr. Arun Sharma, a Director and majority stockholder of RYEL (“Mr. Sharma”),and the remaining stockholders of RYEL (the “Sellers”) on October 28, 2013, which includes, among others, the following terms:

● The parties have agreed upon the Project’s valuation of Rs. 671,100,000 (approximately $11,001,639 USD);

● The agreed upon total purchase price in the Agreement is Rs. 387,500,000 (approximately $6,352,459 USD);

● The long terms loans provided by the State Bank of Patiala (“SBOP”) to the RYEL totaling Rs. 283,600,000 (approximately $4,649,180 USD)will remain in place at closing and Mr. Sharma has agreed to maintain his current personal guarantees with SBOP until the Company can arrange alternative security to SBOP;

● RYEL will be acquired over several tranches through a series of closings. In each closing, the Company will receive portions of the equity of RYEL until it has reached 100% ownership; and

● The first set of tranches totaling approximately Rs. 20,000,000 (approximately $327,869 USD)will purchase new equity in RYEL. These first closings will allow RYEL to complete the remaining construction on the Project thereby enabling it to become commercially operational or “Connected to the Grid,” and begin producing revenue.

The Company’s management stated, “We are excited to have reached another step in developing our business. Execution of this definitive agreement stems from our commitment to establish ourselves in the green economy. We believe our capital structure, combined with current and potentially new investors and our professional team, provides us with the tools to complete this acquisition and share the benefits with our stockholders for years to come.”

Additional details of the Agreement are available in the Company’s Form 8-K filed with the SEC today and available free of charge on the SEC’s website, www.sec.gov.

The USD amounts contained in this press release are based on the average exchange rate of 61 Rupees for every U.S. dollar for the recent period prior to October 28, 2013 and used by the Company for the sole purpose of providing approximate U.S. equivalent in this press release.

The Agreement contains pre-closing conditions, customary representations and warranties, post-closing covenants and mutual indemnification obligations for, among other things, inaccuracy or breach of any representation or warranty and any breach or non-fulfillment of any covenant.

About Pan Global, Corp.

Pan Global, Corp., through its wholly-owned subsidiary, Pan Asia Infratech, Corp., is focused on environmentally sustainable energy, infrastructure and technologies. Our aim is to invest in green energy technology and infrastructure to build an inclusive green economy around the world.

For additional information, please visit the Company’s website, www.panglobalcorp.com, the contents of which are not incorporated into this Press Release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The foregoing contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to, or representing management’s beliefs about, our future transactions, strategies, operations, events and financial results. Such forward-looking statements often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.panglobalcorp.com under “Investor Info”. You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this news release, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this news release, such statements or disclosures will be deemed to modify or supersede such statements in this news release.

Contact:

Investor Relations
Phone: 877-999-7978
Email: PGLO@panglobalcorp.com