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ENTIRETY CAPITAL

SAMPLE GLOBAL MASTER SECURITIES LENDING AGREEMENT THIS AGREEMENT IS ISSUED IN RESPECT TO THE STATUTORY OF ISO 15022

Transaction: XXXX

DATED; XXXX

BETWEEN

ENTIRETY CAPITAL 157 Lambton Quay

Wellington6011New Zealand

Hereinafter referred to as the LENDER

And

BORROWER CO NAME A company incorporated under the laws of XXXX

Acting through a Designated Office;

XXXX

Hereinafter referred to as BORROWER

1. LOAN OF SECURITIES

The LENDER will lend Securities to BORROWER, and BORROWER will borrow Securities from LENDER in accordance

with terms and conditions of this Agreement.

The LENDER provides to BORROWER the opportunity to receive in “Funds First Mode” and use Bank Instruments in

the form of CERTIFICATE OF DEBT/MTN/BOND (hereinafter the Bank Instrument), following the Uniform Customs and

Practice for Documentary Credits UCP 500 of the International Chamber of Commerce Paris, with pertaining pre-

purchasing operation on the stock exchange market, following the terms of “Application To Loan Bank Instrument”

submitted from BORROWER to LENDER on the XXXXunder the conditions that are stated below.

THE INSTRUMENT IS FOR THE FOLLOWING PURPOSE:Please include details of use.

AS PER APPENDIX ‘A’ (to be attached to this agreement by BORROWER)

2. DETAILS OF SECURITY

The BORROWER orders theBank instrument as follows:

XXXX

By signing this Lending and borrowing agreement, in the form of tradable Certificate of Debt, issued by

XXXX BANK ISIN XXXX

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3. COMMENCEMENT OF LENDING TRANSACTION

The BORROWER will sign this Agreement and within 5 banking days after signature, will transfer funds to the

designated Clearing and Settlement account (Lending Manager) the amount ofXX% ; against invoice, to cover the call

option expenses in order to reserve the bank instrument. At which point the loan procedure will commence. This

amount will be refunded after successful completion of this transaction by the LENDER, as per article 5. The

BORROWER has the right to deduct the above mentioned refund from the service total service fees associated with the

successful completion of the transaction, as per article 7. After 30 calendar days of this agreement date, without the

transfer as above mentioned, this agreement will expire and will be considered null and void.

4. DELIVERY OF DOCUMENTS

After the signing of this agreement and the receipt of the wire transfer of the above mentioned call option guarantee, to

the account of the Lending Manager, within 48 hours the LENDER will reserve the tranche of the above mentioned

banking instrument by the Clearing and Settlement Company (Lending Manager). Following is a list of items that will be

sent;

I. Pre Advise of Invoice with all details of the Bank Instrument,

II. Corporate Deed of Assignment,

III. Bond Power if requested,

IV. Bloomberg Printout or Security Card of the Stock Exchange Market where instrument is quoted,

V. Permission for the designated BORROWER’s Bank Officer to confirm and authenticate the instrument(s).

(NOTE: Every instrument is on screen in Euroclear and Bloomberg systems)

5. REQUIREMENTS TO EFFECT THE DELIVERY OF THE BANK INSTRUMENT

After the verification and authentication of the above mentioned documents, BORROWER must provide to the payment

of service fees by payments made through, either of the following;

I. Conditional ICPO (irrevocable corporate pay order) endorsed by an acceptable borrower’s bank as per

attachment 1.

II. Bank backed Promissory Note(s), which expiring dates will be negotiated between the parties (per attch. 2)

III. Conditional swift MT103-23 or MT700 as per attachments 3 and 4

NOTE: that if the payment will not take place within 20 calendar days from the pre advise of invoice issuing date

(as per art.4) the contact will be considered null and void

6. DELIVERY OF THE BANK INSTRUMENT

LENDER will confirm to the clearing operator the instrument to be purchased, after the Nominated LENDER’s

Compliance Officer has carried out the necessary due diligence. (Contacting the BORROWER’s Bank Officer by

certified email and the BORROWER’s Bank will confirm RWA to receive the above mentioned instrument to close the

transaction and their awareness/knowledge about the transaction. Once completed, the LENDER bank will deliver the

Bank Instrument to which the Agreement relates, by Swift MT760, to the BORROWER’s designated Bank. The

Transaction will be closed on a Bank-To-Bank basis using the Swift system.

7. RATES APPLICABLE TO LOANED SECURITIES

BORROWER shall pay to the LENDER,(in the manner prescribed in paragraph 5) the agreed service fee of XX%, of the

face amount of the instrument for a period of One Year and One day. The BORROWER has the possibility to extend

the lending period for up to 5 Years, paying the service fee yearly, 15 days prior to maturity date.

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8. OWNERSHIP OF THE BANK INSTRUMENT

I. Except as specifically set forth in a future written signed agreement, the Bank Instrument is and will at all times

remain the property of the LENDER and shall not be considered property by the BORROWER or any other

entity.

II. Neither the Bank Instrument nor any item of the Bank Instrument is or shall become encumbered, mortgaged or

pledged or put at any risk, financial or other, without the sole authorization of the LENDER. The LENDER may

authorize the BORROWER’s Bank to encumber or pledge the instrument against an official letter, signing by two

bank officers, undertaking the obligation to return the instrument within 15 days prior to its maturity,

unencumbered and free of any and all liens.

III. Neither any bank nor any person(s) or entities claiming on behalf of, or through Bank shall have, or claim, any

right, title or interest of any kind, of the Bank Instrument.

9. BORROWER RIGHT TO TERMINATE THE AGREEMENT

BORROWER may terminate this Agreement at any time. Written notice of cancelation shall be sent to the LENDER.

BORROWER to return the BANK INSTRUMENT immediately, along with any associated fees.

10. BORROWER’S OBLIGATION TO RE-DELIVERY

The BORROWER must return the bank instrument unencumbered to the LENDER within 15 (fifteen) calendar days prior

to maturity date of the said instrument. BORROWER will be liable for ANY damages caused thereby and this

agreement to be considered null and void.

11. SUBSTITUTION OF COLLATERAL

BORROWER, prior to the date of maturity of instrument, may have delivered or delivers Alternative Collateral

acceptable to LENDER or cash in the amount of the aggregate market value of the lent Instrument on the same

business day.

12. ASSIGNMENT OF THE AGREEMENT

This Agreement may not be assigned to any third party without prior written consent from the LENDER.

13. LENDER’S WARRANTIES

The Lender hereby warrants and undertakes to the BORROWER on a continuing basis to the intent that such warranties

shall survive the completion of any transaction contemplated herein that, where acting as a LENDER.

I. LENDER grants BORROWER an exclusive license to use the Bank Instrument. The License is transferable to

other third parties only after authorization of the LENDER

II. LENDER grants BORROWER that the delivery of the documents as per article 4, will be completed within 48

hours after the receipt of the deposit to the Designated Lending Manager’s Clearing and Settlement account,

per article 3.

III. LENDER grants BORROWER that the delivery of the bank instrument as per article 6, will be effective with 21

days after receipt of payment per article 5.

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14. BORROWER’S WARRANTIES

The BORROWER hereby warrants and undertakes to the LENDER on a continuing basis to the intent that such

warranties shall survive the completion of any transaction contemplated herein, here acting as a BORROWER.

i. BORROWER is obligated to observe due care when using the bank instrument and shall ensure that the

amount of the Bank Instrument is covered by reasonable asset or insurance.

ii. BORROWER also grants that they have the financial capability, to pay the lending/borrowing fees at the time of

signing this agreement and at the moment of the successful conclusion of this transaction.

iii. BORROWER presents and warrants that no provision of this Agreement is in violation of or contradicts any

agreement or contract between BORROWER and his Designated Bank.

iv. BORROWER grants that the Bank Officer, as mentioned below, is completely aware of the above and other

terms of the transaction, also under verification by LENDER’s Bank Officer.

v. BORROWER designates the following bank;

BANK NAME: TBA

BRANCH: TBA

ADDRESS: TBA

PHONE/FAX: TBA

BANK OFFICER: TBA

BANK OFFICER EMAIL: TBA

SWIFT CODE: TBA

ACCOUNT HOLDER: TBA

ACCOUNT NUMBER: TBA

15. MODIFICATION TO LEGISLATION

Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory

modification or reenactment thereof for the time being in force.

16. EVENT OF DEFAULT

Non observance of one or more of the above mentioned articles will render this agreement null and void. Moneys

deposited in the designated lending manager’s clearing and settlement account as per article 3 will be forfeited to

reimburse the clearing expenses. The Borrower shall reimburse to the Lender any shortage or difference in value

between the market price paid by the Lender to purchase said instrument and the sale price of the instrument back on to

the market.

17. SEVERANCE

In any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise Non-

enforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall

remain in full force and effect.

18. NOTICES

Any notice or other communication in respect of this Agreement may be given in any manner set forth below:

I. If written and dated same day as received by courier.

II. If sent by telex or by telegram, on the same date as recipients response is received.

III. If sent by certified or registered mail or the equivalent (return receipt requested), on the date that mail is

delivered or its delivery is attempted.

IV. If sent by electronically messaging system, on the date that electronic message is received.

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19. GOVERNING LAW AND JURISDICTION

This Agreement is governed by, and shall be construed in accordance with, NEW ZEALAND law. The Courts of NEW

ZEALAND have exclusive jurisdiction to hear and settle any suit, action or proceedings, and to settle any disputes out of

or in connection with this Agreement, and, for those purposes, each party irrevocably submits to the jurisdiction of the

courts of NEW ZEALAND.

20. TIME

Time shall be of the essence.

21. RECORDING

The Parties agree that by signing this agreement, they are notified and accept: all conversations may be recorded,

between all parties of this agreement.

22. MISCELLANEOUS

I. This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject

matter and supersedes all oral or written communication with respect thereto.

II. No amendment in respect of this Agreement will be effective unless in writing and executed by each of the

Parties or confirmed by an exchange of telexes or electronic mail.

III. Except as provided on this Agreement, the rights, powers, remedies and privileges provided in this agreement

are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

IV. Aperson who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999

to enforce any terms of this Agreement.

V. Documents are signed by and between lender and borrower by electronic way only. Electronic signature is valid

and accepted as hand signature.

23. PENALTY AND EXPENSES FOR EXTENSIONS

The terms of expiration of this agreement can be extended, in agreement with parties, for additional 30 calendar days

paying an amount of € xx.xxx– The 30 day extension begins on the first day of the expiration of THIS AGREEMENT.

BORROWER must inform lender and pay the extension fee 3 days prior to call option expiration date. If Lender accepts

borrower’s request, an amendment will be sent with relevant invoice for fees. If the LENDER is unable to accept

BORROWERS request, an immediate credit will be issued to BORROWER.

READ, APPROVED AND UNDERWRITTEN IN 5 PAGES AND 6 ATTACHMENTS: Today the XX OF XXXX

THE LENDER

BORROWER: COMPANY XXX

SIGNATORY: MR/MRS XXXX

AUTHORIZED SIGNATURE:

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DRAFT OF ICPO Attachment 1

(Only below draft is accepted)

ON CLIENTS OR BANK FULL LETTER HEAD,(complete with address, phone, fax and email)

ON CLIENTS OR BANK FULL LETTER HEAD,(complete with address, phone, fax and email)

ENDORSED BY AN ACCEPTABLE BORROWER’S BANK (APPROVED BY LENDER)

NAME/TITLE OF BANK OFFICERS/ ID (TWO OFFICERS

To the lender: ……. (as per corporate pre-advice of pro-forma invoice)

We hereby present our Irrevocable, Assignable, Transferable and Call-able Cash Backed Bank Pay Order in your favor, in the amount of€

XXX.XXX.XXX for the Bank Instrument herein described. The herein listed Bank Instrument shall be returned unencumbered via SWIFT to

the Lender 15 (fifteen) days prior to maturity. The payment of the herein funds represents the LENDING FEEof XX payable to the Lender

under XXXX anddated XX OF XXXXX.

We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are from a legal source.

This Irrevocable Bank Pay Order is a binding fully performed due bill and is immediately call-able on for Cash payment upon receipt of the

SWIFT MT 760 delivery of the Bank Instrument to the Client’s Bank Account, specified herein.

TYPE OF INSTRUMENT TBA

ISSUING BANK TBA

ADDRESS TBA

CURRENCY TBA

MATURITY DATE TBA

ISIN NUMBER TBA

FACE VALUE TBA

This Irrevocable, Assignable, Transferable and Call-able Bank Pay Order is valid for twenty (20) international banking days

From day of , 20___ and until day of , 20___

This is an operative bank instrument and is subject to the uniform commercial code as it relates to Bank credit instruments.

For and on behalf of the Borrower:

XX COMPANY

Signatory:MR./MRS. XXXX

/SIGNATURE DATE

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Attachment 2

DRAFT OF PROMISSORY NOTE

(ONLY BELOW DRAFT IS ACCEPTABLE)

ENDORSED BY:

(NAME OF THE BORROWER’S BANK)

NAME/TITLE of Bank OfficerID [two officers]

TOTAL SERVICE FEES AMOUNT XXXX

SUGGESTED PN AMOUNT SPLITTED WITH MATURITY DATES FROM 180 TO 270 DAYS

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Attachment3

DRAFT OF CONDITIONED PAYMENT ORDER

TO BE SENT BY SWIFT MT 103

(DETAILS TO BE ADVISED PER CORPORATE PRE-ADVICE OF PRO-FORMA INVOICE)

INSTANCE TYPE AND TRASMISSION ---------------------------------------- ORIGINAL RECEIVED FROM SWIFT.

PRIORITY:

MESSAGE OUTPUT REFERENCE:

CORRESPONDENT INPUT REFERENCE:

-----------------------------------MESSAGE HEADER ---------------------------------

SWIFT OUTPUT: FIN 103 SINGLE CUSTOMER CREDIT TRANSFER

SENDER: BORROWER’S BANK DETAILS

RECEIVER: LENDER’S BANK DETAILS

ACCOUNT NUMBER: LENDER’S BANKING ACCOUNT NUMBER

---------------------------------- MESSAGE TEXT --------------------------------------

20: SENDER

23B: BANK OPERATION CODE

32A: VALUE DATE / CURRENCY / INTERBANK SETTLED AMOUNT

50A: ORDERING CUSTOMER

59A: BENEFICIARY CUSTOMER

71A: DETAILS OF CHARGES

72A: WE (BORROWER’S BANK) HEREBY PRESENT OUR IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND CALL-

ABLE CASH BACKED S.W.I.F.T. WIRE TRANSFER IN YOUR FAVOUR FOR THE ACCOUNT OF (LENDER’S NAME), ON THE ACCOUNT

NUMBER (LENDER’S NUMBER OF ACCOUNT) IN THE AMOUNT OF (AMOUNT OF LENDING FEES) IMMEDIATELY WITHIN 8

BANKING HOURS UPON RECEIPT, VERIFICATION AND AUTHENTICATION OF THE BANK INSTRUMENT AS STATED IN THE

AGREEMENT SIGNED BETWEEN (LENDER’S NAME) AND (BORROWER’S Name) on UNDER

TRANSACTION CODE

WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND FROM LEGAL

SOURCE.

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Attachment 4

DRAFT OF CONDITIONED DOCUMENTARY CREDIT

TO BE SENT BY SWIFT MT 700

(DETAILS TO BE ADVISED PER CORPORATE PRE-ADVICE OF PRO-FORMA INVOICE)

SENDER:

BANK NAME

ADDRESS:

SWIFT CODE

ACC NUMBER:

ACC. HOLDER

MT RECEIVER BANK

27: SEQUENCE OF TOTAL

40A: TYPE OF DOCUMENTARY CREDIT IRREVOCABLE

20: DOCUMENTARY CREDIT NUMBER

31C: DATE OF ISSUE

31D: DATE AND PLACE OF EXPIRY (BANK BRANCH)

(DATE 60 DAYS AFTER THE ISSUING DATE)

51A: APPLICANT BANK

50: APPLICANT

59: BENNEFICIARY

32B: CURRENCY CODE/AMOUNT

39B: MAXIMUM CREDIT AMOUNT

45A: DESCRIPTION OF GOODS

AND/OR SERVICES INVOICE DATED FOR LENDING/

BORROWING SECURITIES, TRANSACTION

CODE;

46A: DOCUMENTS REQUIRED BANK INSTRUMENTS ISSUED BY:

ISIN CODE:

(NO MENTION OF THE FACE VALUE)

47A: ADDITIONAL CONDITIONS THE PAYMENT WILL BE FREED AVAILABLE UPON RECEIPT,

AUTHENTICATION AND VERIFICATION OF THE ABOVE,

MENTIONED BANK INSTRUMENT.

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Attachment 5

LENDING MANAGER AGREEMENT

By and between

ENTIRETY CAPITAL 157 Lambton Quay

Wellington6011New Zealand

Hereinafter referred to as the LENDER

And

XXXX COMPANY A company incorporated under the laws of INDIA

Acting through a Designated Office;

XXXX

Hereinafter referred to as BORROWER

And

Escrow Company XXX

A company incorporated under the laws of xxx

Acting through a designated office

Street, city, country

Hereinafter called “Clearing & Settlement Company – Lending Manager” (on third part)

Whereas:

I. The Company requires that the expenses for the research, clearing and settlement, banking and stock exchange

operations for the first tranche requested in the lending and borrowing of securities agreement with transaction

codeXXXXX, be held in the amount ofXXX , has been placed on deposit and in furtherance of this desire wishes to use

the services of theLENDING MANAGER, in the manner and upon the terms appearing hereinafter.

II. LENDING MANAGER has undertaken to perform the research, clearing and settlement, banking and stock exchange

operations as aforesaid services for the COMPANY and the BORROWER.

III. The COMPANY has previously submitted and forwarded to theLending Managerall necessary application forms duly

completed, for what is now clearly understood and accepted by all parties to be an irrevocable agreement.

IV. The COMPANY furthermore desires to have the payment for said services rendered by the Lending Manager remitted

to theLendingManagerin the manner appearing hereinafter.

V. The Lending Manager has agreed to perform the duties in the manner appearing hereinafter referring the bank

instrument chosen by the client in the Agreement above mentioned.

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. FUNDS TO BE PLACED INTO ESCROW

All funds received from the Client for the expenses stated in the above mentioned lending and borrowing securities

agreement under transaction codeXXXX subject to this Lending Manager agreement on or after the date hereof shall

be aid to the Lending manager to cover the call option expenses to reserve the bank instrument issued by: XX BANK

2. DOCUMENTS TO BE SUPPLIED TO THE LENDING MANAGER

The Client and the Company shall supply all documents and agreements between them that relate to this agreement.

It is hereby agreed and accepted by all parties that the documentation thus supplied to the Lending Manager will form

the basis of the duties of the Lending Manager.

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3. DUTY OF THE LENDING MANAGER

THE SOLE DUTY OF THE Lending Manager, other than as hereinafter specified, shall be to receive said funds and hold

them subject to release in accordance with written instructions, and the Lending Manager shall be under no duty to

make certain that the Company is complying with any requirements in tendering to the Lending Manger said

proceeded of the sale of securities.

4. RELEASE OF FUNDS

The Lending Manager shall hold all funds received subject to the terms and conditions of the lending and borrowing

agreement under transaction code XXXX Upon receipt by the Lending Manager of and when the Lending Manager has

collected and has on hand cash of cash items not less than the said sum; the Lending manager shall immediately

proceed with the research, clearing and settlement, banking and stock exchange operations, purchasing of the test

tranche of the bank instrument mentioned in the agreement for the bank instrument issued BY XXBANK

5. DURATION AND TERMINATION

This escrow shall terminate one (1) month from the date first appearing above unless extended by the consent of the

parties hereto or at the moment that the transaction will be closed.

6. INSTRUCTION TO THE LENDING MANAGER

The Lending Manager will:

I. Return the sum deposited, as described in article 3 and 23, to the Client after successful performance and

closing of the lending and borrowing agreement under transaction codeXXXX

II. Retain the sum deposited to the Company if any nonperformance has occurred from the Client following the

Lending and borrowing agreement under transaction code covering the research, clearing and settlement,

banking and stock exchange operational expenses.

7. CONTROVERSY

If any controversy arises between the parties hereto or with any third person, the lending Manager shall not be

required to resolve the matter or to take any action, but may await the settlement of any such controversy by final

appropriate legal proceedings, or otherwise as the Lending Manager may require, or the Lending Manager may in its

discretion, institute such appropriate interpreter or other proceedings in connection therewith as it may deem proper,

notwithstanding anything in this agreement to the contrary. In any such event, the Lending Manager shall not be liable

for interest or damages to any of the parties.

8. LENDING MANAGER LIABILTIY

The Lending Manager’s obligations and duties in connection herewith are confined to those specifically enumerated in

this Agreement. The Lending Manager shall not be in any manner liable or responsible for the sufficiency, correctness,

genuineness, or validity of any instrument deposited with it or with reference to the form of execution thereof, or the

identity , authority or rights of any person executing or depositing same, and the Lending Manager shall not be liable

for any loss that may occur by reason of forgery, false representation, or the exercise of its discretion in any particular

manner or for any other reason, except for its own negligence or willful misconduct. All parties hereby agree to hereby

fully indemnify the Lending Manager and to hold the Lending Manager harmless of any loss, liability, damage and/or

expenses and costs incurred by the Lending Manager while acting in the performance of his duties hereunder provided

that such loss, liability, damage and/or expenses and cost are not caused by purpose or negligence of the Lending

Manager.

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9. GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, NEW ZEALAND law. The Courts of New

Zealand, have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes,

which may arise out of or in connection with this Agreement, and, for those purposes, each party irrevocably submits

to the jurisdiction of the court of New Zealand.

10. BINDING AGREEMENT AND SUBSTITUTION OF LENDING MANAGER

The terms and conditions of this agreement shall be binding on the heirs, executors and assignees, creditors or

transferees, or successors in interest, whether by operation of law or otherwise of theparties hereto. If for any reason

the Lending Manager herein should be unable or unwilling to continue as such Lending Manager; then the other

parties to this agreement may substitute another person to serve as Lending Manager. Any apportionment of fees

provided for in paragraph 9 will be subject to agreement of the parties.

11. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties hereto and shall not be modified, altered or

amended in any way, unless such modification, alteration or amendment is proposed in writing and signed by all

parties affected hereto. The parties hereby agree to submit all written correspondence exclusively to the

abovementioned addresses. In the case the address of one party shall be changed, the respective party shall notify

both other parties by telefax no later than 14(fourteen) days before the amendment shall become effective.

Signed on behalf of

The Company:

Signed on behalf of

The BORROWER: XYZ company: Date:

Dir: XXX

Signed on behalf of

The LENDING MANAGER:

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Attachment 6

PRO FORMA INVOICE

TO:

PRO FORMA INVOICE Nr: XXXX

TRANSACTION CODE: XXXX

(PLEASE REFER TO THE ABOVE WHEN TRANSFER PAYMENTS)

LENDING MANAGEMENT TO PERMIT TO COVER THE CALL OPTION EXPENSES

AS PROVIDED IN THE AGREEMENT NUMBER: XXXX

TOTAL AMOUNT TO PAY: € XX.XXX

BANK NAME: TBD

BANK ADDRESS: TBD

SWIFT CODE TBD

ACCOUNT NAME: TBD

ACCOUNT ADDRESS: TBD

ACCOUNT NUMBER: TBD