Preference Share Format

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SHARE CERTIFICATE

De Core Science & Technologies Private Limited


Regd. Office: E11, Civil Lines, Bathinda 151001 (Incorporated under the Companies Act, 1956) The Authorised share capital: Rs. 21,00,000/- (Rupees twenty one lakhs) divided into 10,000 (The thousand) Equity Shares of Rs.10/- (Rupees Ten each) and 200,000 (two lakhs) optionally convertible 1% preference shares of Rs. 10/- each.

This is to certify that the person(s) named in this Certificate is/are the Registered Holder(s) of the withinmentioned share(s) bearing the distinctive number(s) specified in the aboveCompany subject to the Memorandum and Article of Associations of the Company and that the amount endorsed hereon has paid up on each such share

SERIES A PREFERENCE SHARES AMOUNT PAID UP PER SHARE

EACH 10

OF 10 RUPEES

RUPEES

Reg. Folio No. P01 Name(s) of Holder(s)

Certificate No. P01 Emergent Ventures India Private Limited.

No. of Share(s) held Distinctive No(s)

2 0 0 0 0 0 (Two Lakh) 1 200000

Given under Common Seal of the Company at this 2nd August, 2008 at Gurgaon, Haryana

Director

Director

Authorised Signatory
Extracts of Terms & Conditions overleaf

A DUM
DA A S LI IS LI

A S
A (S)

SHA

(S) MENTI NED


(S)

ERLEA
A H ISI SI A Y

A S

I I IALS

EXTRACT FROM AGREEMENT AMONG DSTL & EVI DATED: 29 JUNE 2008
"Preference Shares" shall mean the Series A Preference Shares and Series B Preference Shares "Preference Shares Liquidation Preference" shall have the same meaning as defined in Article 16; "Series A Preference Shares" shall mean 2,00,000 (two lacs) optionall convertible preference shares (par val e of Rs. 10) with a redemption period of three (3) years from the date of subscription and earning a dividend at the rate of 1 (one) % per annum;

4.2.1

Initial Closing shall take place on the date and venue specified in the letter to be provided to DSTL under Article 4.1.2. The following actions shall be undertaken simultaneously on the date of Initial Closing: (a) DSTL shall convene a meeting of its Board to: (i) approve the allotment of Series A Preference Shares to EVI and issue duly stamped share certificates for the Series A Preference Shares to EVI on the following terms and conditions: (a) Series A Preference Shares shall be optionally convertible preference shares issued at a par value of Rs. ten (10); redemption period of Series A Preference Shares shall be three (3) years from the date of subscription; Series A Preference Shares shall earn dividend at the rate of one (1) % per annum; and Series A Preference Shares shall at the option of EVI be convertible to Equity Shares (into fifty ( 0) % of the equity share capital of DSTL) at the end of Phase I. This option could be exercised by EVI after subscription by EVI to Series B Preference Shares until the redemption period of Series A Preference Shares as indicated above.

(b)

(c)

(d)

(f)

DSTL and DL shall execute and deliver to EVI, certificates, to EVIs satisfaction, to the effect that as of the date of Initial Closing: (i) each of DSTL's and DL's representations and warranties provided in this Agreement is true and correct on the date it was made and is true and correct on and as of the date of Initial Closing as though these were made on and as of such date; and DSTL and DL have complied with all its covenants and obligations under this Agreement as required to be complied with as of the date of Initial Closing including satisfactory completion of the Initial Conditions Precedent as stated in Article 4.1.1.

(ii)

(g)

The Parties shall procure and take all steps to ensure that all corporate actions and other actions, as required by applicable law in c onnection with and pursuant to the issue of Series A Shares in accordance with this Article 4 are duly taken and completed.

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