OUTSOURCING AGREEMENT

This Outsourcing Agreement for appointment of Pure Agent made at New Delhi on the [.]
day of [.] 2017 (the Effective Date)

BETWEEN

M/s. Mohinder Puri & Co., a company incorporated under the Companies Act, 1956 and having
its registered office at 1A-D, Vandhana Building, Tolstoy Marg, New Delhi - 110001,
hereinafter called as MPCO of the ONE PART

AND

M/s. IFIS Corporate Advisory Services Private Limited, a company incorporated under the
Companies Act, 1956 and having its registered office at 10-B, Vandhana Building, Tolstoy
Marg, New Delhi - 110001 hereinafter called as IFIS of the OTHER PART

WHEREAS MPCO is in the business of [.] and requires services of the nature of Pure Agent in
the regular course of business for carrying out its business operations.

AND WHEREAS the IFIS is in the business of providing services of the nature of corporate
advisory.

AND WHEREAS the MPCO is desirous of availing the services of IFIS and expressly authorize
IFIS to undertake such services carried out by MPCO for filing of forms with the Registrar of
Companies, and making the payment thereof on behalf of MPCO in the capacity of Pure Agent.

AND WHEREAS IFIS has agreed to act as the Pure Agent of MPCO to perform the services
laid down in this Agreement on behalf of MPCO on the terms and conditions set forth in this
Agreement.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS

1. TERM.
1.1. Initial term: The inital term of this Agreement shall commence on the Effective Date
April 1, 2009 and continue for a period of three (3) years, or such earlier date upon
which this Agreement may be terminated pursuant to Article 14.
1.2. Renewal and Extension: Unless this Agreement is terminated earlier pursuant to
Article 14, BSI shall notify IGMS at least ninety (90) days prior to expiration of the
Initial Term ("Initial Term Expiration Date) as to whether BSI desires to renew this
 Agreement. If BSI provides IGMS with notice that it does not desire to renew this
Agreement, this Agreement shall expire on the Initial Term Expiration Date. If BSI
provides IGMS with notice that it desires to renew this Agreement, but BSI and IGMS
are unable to agree on the terms and conditions applicable to the renewal by the
expiration of the Initial Term, BSI shall be entitled to unilaterally extend the Agreement
for an additional period not to exceed sixty (60) days ("Extension Period") at the same
charges, terms and conditions in effect as of the Initial Term Expiration Date. If during
the Extension Period BSI and IGMS are unable to reach agreement on the terms and
conditions applicable to the renewal of this Agreement, this Agreement shall expire at
the end of the Extension Period and the eligibility for termination assistance shall
commence as provided in Article 14.

2. Services.
2.1. Generally. Commencing on the Effective Date and continuing throughout the Term,
IGMS shall be responsible for providing to BSI: (a) the Services in accordance with the
terms of this Agreement, and (b) any incidental services, functions and responsibilities
not specifically described in this Agreement, but which are required for the performance
and delivery of the Services.
2.2. Volume Increases/Decreases. IGMS shall increase or decrease the amount of the
Services according to BSI's request for the Services. IGMS shall be obligated to provide
the Services at the volumes requested by BSI at the fees set forth in Exhibit B.
2.3. Training. IGMS shall provide regular training necessary to ensure that the IGMS
Program Staff understands the requirements of Exhibit A.
2.4. Reports. IGMS shall provide to BSI, in a form acceptable to BSI, the reports of types
and volume of services provide and such other reports as BSI may request from time to
time.

3. Consents.
IGMS Licenses and Permits. IGMS shall obtain, maintain and keep current, at IGMSs
expense, all Consents and Governmental Approvals. Upon IGMSs request, BSI shall use its
 reasonable best efforts to cooperate with and assist IGMS in obtaining any such
Governmental Approvals, to the extent reasonably possible.

4. Force Majure.
4.1. Force Majeure. If and to the extent that a Party's (an "Affected Party") performance of
any of its obligations pursuant to this Agreement is prevented, hindered or delayed
directly or indirectly by the other Party or by fire, flood, earthquake, elements of nature
(subject to the following sentence) or acts of God or any other similar cause beyond the
reasonable foreseeable control of the Affected Party or a labor strike (each, a "Force
Majeure Event"), and such non-performance, hindrance or delay could not have been
prevented by reasonable precautions, then the Affected Party shall be excused for such
hindrance, delay or non-performance, as applicable, of those obligations affected by the
Force Majeure Event for as long as such Force Majeure Event continues and the
Affected Party continues to use its best efforts to recommence performance whenever
and to whatever extent reasonably possible without delay, including through the use of
alternate sources, workaround plans or other means; provided, however, that the use of
such alternate sources, workaround plans or other means shall cease, upon the cessation
of the Force Majeure Event. For so long as a Force Majeure Event continues, the non-
Affected Party shall, upon the Affected Party's reasonable request cooperate with the
Affected Party. The Affected Party shall immediately notify the other Party of the
occurrence of the Force Majeure Event and describe in reasonable detail the nature of
the Force Majeure Event. In the event that the Force Majeure Event shall continue for a
period exceeding twenty (20) calendar days, either party shall be entitled to terminate
this Agreement.

4.2. Alternate Source. If and for so long as any Force Majeure Event prevents, hinders or
delays performance of any Service, BSI may procure part or all of the Services from an
alternate source (and BSI shall be responsible for the fees as set forth in Article 7.3).

4.3. No Payment for Unperformed Services. Nothing in this Article 15 shall limit BSIs
obligation to pay any charges due IGMS under this Agreement; provided, however, that
 if IGMS fails to provide the Services in accordance with this Agreement due to the
occurrence of a Force Majeure Event, the Fees shall be adjusted in a manner such that
BSI is not responsible for the payment of any Fees (or other charges) for Services that
IGMS fails to provide.

5. Fees.
5.1. Designated Fees. In consideration of IGMS providing the Services, BSI shall pay, or
make available, to IGMS the Fees in accordance with Schedule A.
5.2. Adjustments to Fees. All Fees shall remain in full force and effect for the Term and the
Termination Assistance Period, except as expressly set forth in this Agreement.
5.3. Rights of Set-Off. With respect to any amount that (i) should be reimbursed to BSI, or
(ii) is otherwise payable to BSI pursuant to this Agreement, BSI may upon notice to
IGMS deduct the entire amount owed to BSI against the charges otherwise payable or
expenses owed to IGMS under this Agreement.
5.4. Proration. Except as set forth in Schedule A, all periodic Fees or charges under this
Agreement are to be computed on a calendar month basis and shall be prorated on a per
diem basis for any partial month.

6. Audits Rights.
6.1. Services. Upon notice from BSI and at the BSIs cost, IGMS shall provide BSI, or its
designated third party contractor, with access to and any assistance (including financial
records, reports and supporting documentation) that they may require with respect to the
Service Locations and the IGMS for the purpose of performing audits or inspections of
the Services and related Data Security procedures.
6.2. Record Retention. IGMS shall retain records and supporting documentation sufficient
to document the Services and the Fees paid or payable by BSI under this Agreement for
a period of four (4) years following the effective date of termination.

7. Payment Schedule and Invoices.

7.1. Time and Form of Payment. Any undisputed sum due to IGMS pursuant to this
Agreement shall be due and payable within thirty (30) days of receipt of invoice from
 IGMS with late payments being subject to Interest beginning on the 31st day after such
receipt of invoice from IGMS via an electronic funds transfer to [***] Bank in India or
such other financial institution designated by IGMS upon sixty (60) days' notice to BSI.
7.2. Detailed Invoices. IGMS shall provide invoices with varying degrees of detail as
requested by BSI.
7.3. Fee Dispute. In the event of a dispute, BSI shall pay any undisputed amounts to IGMS
and IGMS shall continue to perform its obligations under this Agreement. The Parties
shall cooperate in good faith to resolve any disputed payments.

8. Confidentiality.
8.1. General Obligations. The recipient Party shall hold all Confidential Information
relating to or obtained by the disclosing Party in strict confidence. Except as permitted
by this Agreement, neither Party or its Agents shall disclose, publish, release, transfer or
otherwise make available Confidential Information of, or obtained from the other in any
form to, or for the use or benefit of, any person or entity without the disclosing Party's
consent. Each of BSI and IGMS shall, however, be permitted to disclose relevant aspects
of the other's Confidential Information to its officers, professional advisors,
subcontractors and employees, provided that:
(i) such persons and/or entities have executed a confidentiality agreement,
(ii) disclosure is reasonably necessary for the performance of its duties and obligations
under this Agreement.

9. Representations and Warranties.

9.1. By BSI. BSI represents and warrants that:
(a) Botanical Survey of India (BSI) is an organization under the Ministry of
Environment and Forest, Government of India;
(b) BSI has all requisite administrative power and authority to execute, deliver
and perform its obligations under this Agreement;
(c) the execution, delivery and performance of this Agreement by BSI has
been duly authorized by Ministry of Environment and Forest, Government
 of India and will not be in breach of or constitute a default under any other
agreement which BSI is a party or is bound;
(d) BSI is in compliance with all Laws applicable to BSI and has obtained all
applicable permits and licenses required of BSI in connection with its
obligations under this Agreement;
(e) BSI has not disclosed any Confidential Information of IGMS other than as
contemplated by this Agreement;

9.2. By IGMS. IGMS represents and warrants that:

(a) Integrated Garden Management Systems (IGMS) is a company duly
incorporated, validly existing and in good standing under the Indian
Companies Act of 1956;
(b) IGMS has all requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement;
(c) the execution, delivery and performance of this Agreement by IGMS
(i) has been duly authorized by IGMS, and (ii) will not conflict with, result
in a breach of or constitute a default under any other agreement to which
IGMS is a party or by which IGMS is bound;
(d) IGMS is duly licensed, authorized or qualified to do business and are in
good standing in every jurisdiction in which a license, authorization or
qualification is required for the ownership or leasing of their assets or the
transaction of business of the character transacted by them, except where
the failure to be so licensed, authorized, or qualified would not have a
material adverse effect on IGMS ability to fulfill their obligations under
this Agreement;
(e) IGMS is in compliance with all Laws applicable to IGMS and has
obtained all applicable permits and licenses required of IGMS in
connection with its obligations under this Agreement;
(f) the performance of Services shall be in accordance with the Service
Levels and meet the highest professional standards.
10. Termination.
10.1. Termination for Convenience. BSI may terminate this Agreement, in whole or in part,
for convenience (i) upon 90 days written notice during the Initial Period, or (ii) upon
written notice at any time thereafter by giving IGMS notice of the termination at least
one hundred and eighty (180) days prior to the termination date specified in the notice.
IGMS may terminate this Agreement, in whole or in part, for convenience (i) upon
90 days written notice during the Initial Period, or (ii) upon written notice at time
thereafter by giving BSI notice of the termination at least one hundred and eighty
(180) days prior to the termination date specified in the notice.

10.2. Termination for Change in Control of IGMS. In the event of: (1) a Change in Control
of IGMS that in BSIs reasonable judgment would materially adversely affect the quality
or performance of the Services, BSI may terminate this Agreement by giving IGMS
notice of termination at least ninety (90) days prior to the termination date specified in
the notice. IGMS shall notify BSI at least ninety days (90) days prior to the
consummation of any Change in Control of IGMS.

10.3. Termination for Insolvency. In the event that IGMS:

(a) shall admit in writing its inability to, or be generally unable to, pay its debts as
such debts become due;
(b) shall (i) apply for or consent to the appointment of, or the taking of possession
by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a
substantial part of its property or assets, (ii) make a general assignment for the
benefit of its creditors, (iii) commence a voluntary winding up under the Indian
Companies Act, 1956, (iv) file a petition seeking to take advantage of any other
law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution,
arrangement, winding-up or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any
winding up petition filed against it or (vi) take any corporate action for the
purpose of effecting any of the foregoing or in each case above any similar laws
applicable to IGMS; or
 (c) shall have an order for relief entered against it in a winding-up petition;
then BSI may, in its sole discretion by giving written notice thereof to IGMS, terminate this
Agreement as of the date specified in such termination notice.

11. Indemnities.
11.1. Indemnity by BSI. BSI shall indemnify IGMS from, and defend and hold IGMS
harmless from and against, any Losses suffered, incurred or sustained by IGMS or to
which IGMS becomes subject, resulting from or arising out of any third party claim:
(a) that BSI has breached a representation or warranty as forth in section 12.1; or
(b) relating to personal injury (including death) or property loss or damage resulting
from the gross negligence of BSIs employees at the IGMS Service Location; or
(c) arising out of BSIs failure to provide services to its customers (provided such
failure is not caused by or the result of IGMS breach of this Agreement), or
(d) arising out of any script or other written or oral presentations furnished by BSI to
IGMS or approved in writing by BSI for use by IGMS.
11.2. Indemnity by IGMS. IGMS shall indemnify BSI from, and defend and hold BSI
harmless from and against, any Losses suffered, incurred or sustained by BSI or to
which BSI becomes subject, resulting from or arising out of any third party claim:
(a) relating to a breach of section 12.2; or
(b) negligent performance of the Services provided by IGMS;
(c) relating to the failure by IGMS to obtain, maintain or comply with the Consents and
Governmental Approvals;
(d) relating to personal injury (including death) or property loss or damage to the extent
caused by IGMSs or IGMS Agents' acts or omissions;
(e) arising out of IGMSs performance of services for any of its customers other than
BSI.

12. Limitation of Liability.

12.1. Except for a breach of section 11 ("Confidentiality") or the performance of the
indemnification obligations of this Agreement regarding third party claims, neither BSI
nor IGMS shall be liable for, nor will the measure of damages include, any indirect,
 incidental, special or consequential damages or amounts for loss of income, profits or
savings arising out of or relating to its performance under this Agreement.
13. Miscellaneous.
13.1. Amendments. No amendment to, or change, waiver or discharge of, any provision of
this Agreement shall be valid unless in writing and signed by an authorized
representative of each of the Parties.
13.2. Governing Law. This Agreement and the rights and obligations of the Parties under
this Agreement shall be governed by and construed in accordance with the Laws of the
India.
13.3. Negotiated Terms. The Parties agree that the terms and conditions of this Agreement
are the result of negotiations between the Parties and that this Agreement shall not be
construed in favor of or against any Party by reason of the extent to which any Party or
its professional advisors participated in the preparation of this Agreement.
13.4. Entire Agreement. This Agreement and the Schedule A to this Agreement represent
the entire agreement between the Parties with respect to its subject matter, and there are
no other representations, understandings or agreements between the Parties relative to
such subject matter. This Agreement expressly supersedes the Letter of Intent ("LOI")
signed and accepted between the parties on March 1, 2009 of the LOI that survives
termination.
13.5. Notices. Except as otherwise specified in this Agreement, all notices, requests,
consents, approvals, agreements, authorizations, acknowledgements, waivers and other
communications required or permitted under this Agreement shall be in writing and shall
be deemed given when sent by e-mail, facsimile to the facsimile number specified below
or delivered by hand to the address specified below:
In the case of BSI:
Botanical Survey of India,
CGO Complex, 3rd MSO Building,
Block F(5th & 6th Floor), DF Block, Sector I,
Salt lake City, Kolkata 700064
Attention: Director.
 In the case of IGMS:
Times Apartment, A-202,
Rajiv Chowk, New Delhi, 60.
Attention: Vice President

IN WITNESS WHEREOF, each of BSI and IGMS has caused this Agreement to be signed and
delivered by its duly authorized representative.

Botanical Survey of India Integrated Garden Management Systems

By: /s/ By: /s/

Name: By:

Title: Director By: Sr. V.P. Operations

Date: April 1, 2009 By: April 1, 2009

TABLE OF SCHEDULE

SCHEDULE A.

1. Identification of Plant Species

(a) From NGOs & Commercial organizations - Rs 100/- per sheet
(b) From scientists, research scholars/students - Rs 50/- per sheet

2. Supply of Plant Materials

(a) Plants of common occurrence - Rs. 150/- per specimen+ cost of
collection
(b) Plants of localised distribution - Rs. 200/- per specimen+ cost of
collection
(c) Plants of rare distribution - Rs. 300/- per specimen+ cost of
collection

3. Supply of Information
(a) Distributional aspects from literature & herbarium - Rs. 100/- per plant
(b) Literature per reference - Rs. 15/- + Xeroxing charges
(c) Supply of material for research
 i. Dry - Rs. 100/-+ cost of collection
ii. Pickled - Rs. 150/- + cost of collection

4. Field Work
Cost of transportation, boarding/lodging charges + materials + Rs. 500/- per day and Rs.
200/- for part of the day.
(Double charges for commercial organisations and NGOs)

5. Training
(a) Herbarium methodology - 15 days
- Rs. 5000/- for institutuions
- Rs. 1000/- for unaided students

(b) Advance training in gardening and plant cultivation One month

- Rs. 2000/-
Exhibit A Functions and Advisory Services

Floristic and Taxonomic studies: The taxonomic studies so far conducted by the Survey for the
preparation of National/State/District Floras, fragile ecosystems and revisionary studies on
families/genera/tribes

Botanical and Horticultural research in India:

Exploration of Plant Resources: The present exploration status of countrys plant resources as
a result of intensive and extensive surveys

Inventorisation of Endangered Plant Species: Based on the survey and exploration as well as
herbarium and literature studies, about 1500 species of flowering plants and few hundreds of
Pteridophytes, Bryophytes, Lichens and Fungi have been identified as threatened. After careful
and critical evaluation of their status and threat perceptions, the Survey has compiled Data
Sheets on 1182 species, 708 of which have already been published as Red Data Book of Indian
Plants: volume 1 3 (vol. 4 & 5 are in press).

Ex-situ Conservation: actively engaged in collection, introduction, multiplication and

maintenance of germplasm of orchids, bamboos, palms, medicinal plants, legumes, ferns, wild
edible plants, insectivorous plants, gymnosperms and other economically important plant
species.
Fragile Ecosystems:

Protected Areas

Ethnobotanical Studies

Environmental Impact Assessment

Geobotanical Studies

National Database

Environmental Education and Awareness

Capacity Building in Plant Taxonomy

International Conventions vis-a-vis Botanical Survey of India

Miscellaneous studies

Publications

Advisory Services:

6. Identification of Plant Species

(c) From NGOs & Commercial organisations
(d) From scientists, research scholars/students

7. Supply of Plant Materials

(d) Plants of common occurrence
(e) Plants of localised distribution
(f) Plants of rare distribution
8. Supply of Information
(d) Distributional aspects from literature & herbarium
(e) Literature per reference
(f) Supply of material for research
iii. Dry
iv. Pickled

9. Field Work

10. Training
(c) Herbarium methodology
(d) Advance training in gardening and plant cultivation