Asset Transfer Agreement Overview

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ANNEXURE A ASSET TRANSFER AGREEMENT *. APPLICABLE LAW. “Law(s)” or “Applicable Law(s)” means all applicable laws (including, without limitation, the Act), statutes, enactments, acts of legislature or parliament, bye-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, permits, consents, Approvals, authorisations, policies, notices, directions, judgments, decrees, notifications, orders or other pronouncements or other requirements or official directive of any Governmental Authority or Person (as defined hereinafter) acting under the authority of any Governmental Authority and, or, of any statutory authority, tribunal, board, court or recognized stock exchange in Indica and, or, such other jurisdiction where the Seller and, or, the Promoters carry on business, as applicable, in each case having any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law in the relevant jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter includes, in relation to any past event, any other applicable law having the force of law at the relevant time. *. SALE AND TRANSFER. *.*. Sale and Purchase of the Assets. *.*.*. The Seller hereby agrees to irrevocably and unconditionally sell, transfer, assign, grant, convey and deliver the Asset to the Purchaser and the Purchaser, relying on the representations, warranties, covenants, indemnities and undertakings of the Seller and the Promoters contained in this Agreement, and subject to the terms and conditions of this Agreement, agrees to purchase, acquire and accept the said Assets from the Seller together with all the related rights, titles, interests, ownership, benefits, attaching thereto, free and clear from all encumbrances and in perpetuity, such that on the Closing Date, the Purchaser shall be the legal and beneficial owner of the Assets. The term “Asset” shall mean and refer to the following assets of the Seller in relation to the Business: (i) the Installed Plant & Machinery (as defined hereinafter); (ii) all furniture, fixtures, equipment, electronic equipment, properties, resources, facilities, utilities and services, including machinery, equipment, capital work-in- progress, supplies, spares, consumables, and other infrastructure related to tbc operation of the Assets; and any other tangible property of any kind’ (iii) all the Approvals relating to the Assets, along with all the original documents and all related data, records, applications made and all correspondence evidencing the authorization by the relevant Governmental Authority, with or without the consent of the relevant Governmental Authority (“Government Permits”); (iv) all information, data, books, files, papers, records and documents, studies, manualsreports and other materials (in any form or medium) used in or related to the Assets, including all maintenancecontracts and warranties, catalogues, production data, intellectual property disclosures and records, manufacturing and quality control records and procedure, product shipping or storing requirements, licenses, permits, consents and approvals, Contracts, whether stored on paper or other media (“Records”); (v) all insurance policies obtained by the Seller and, or, Promoters, in respect of the Assets; (vi) all computer software (including source and object codes) and other applications on all hardware, firmware, development tools, files, records, technical drawings and related documentation, data and manuals, together with proof of ownership, owned, created, acquired, licensed to or used by the Seller at any time on or prior to the Closing Date in respect of the Assets (“Software”); (vii) all rights, claims, chose in action, or other causes of action of the Seller and, or, Promoters against Third Parties that pertain to the Assets to the extent not asserted by the Seller and, or, Promoters prior to the Closing Date whether contingent or existing as of such date that arise from or relate to any of the foregoing, including without limitation all deposits made by the Seller and, or the Promoters, with any authority relating to electricity, water, sewage and/ or other connections/ facilities; and (viii) all service-related applications and systems including without limitation the websites, phone numbers, mobile applications, toll free numbers, helpline numbers etc., and the access thereto, including the passwords and access codes related thereto that pertain to the Assets; (Collectively referred to as the “Assets”) *. *.*. It is hereby clarified that this Agreement is an agreement to transfer the ownership of Assets from Seller to Purchaser and not a mere transfer or conveyance. *.*.*. The Parties agree that no liability (including statutory liabilities under Applicable Law), pertaining to the period prior to the Closing Date, in relation to the Assets shall be transferred by the Seller to the Purchaser pursuant to the transfer of the Assets as contemplated under this Agreement. *.*.*. The Purchase Consideration for the purchase of the Assets shall be payable by the Purchaser to the Seller in the ma1mer as specified in Section *.* below. Summarise it

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