(g)

(h)

@

(k)

is not, nor has been at any time during the past 5 (five) years, associated with or employed by a
present or former Auditor of the Company or any of its Affiliates;

does not hold a material interest in the Company or its Affiliates (either directly or as a partner,
shareholder, director, officer or senior employee of a Person that holds such an interest);

is not a member of the immediate family (and is not the executor, administrator or personal
representative of any such Person who is deceased or legally incompetent) of any individual
who would not meet any of the tests set out in (a) to (h) (where he or she a director of the
Company);

is identified in the annual report of the Company distributed to the shareholders of the Company
as an independent director; and

has not served on the Board for more than 10 (ten) years.

For purposes of this definition, "material interest" shall mean a direct or indirect ownership of voting
shares representing at least 5% (five percent) of the outstanding voting power or equity of the Company
or any of its Affiliates;

"Intellectual Property" means any or all of the following and all rights in, arising out of, or associated
with any or all of the following:

@

(ii)

(iii)

(iv)

)
(vi)
(vii)

(viii)

all national, foreign and international patents and patent rights (including all patents, patent
applications, provisional patent applications, and any and all divisions, continuations,
continuations-in-part, reissues, re-examinations and extensions thereof, and all invention
registrations and invention disclosures);

all trademarks and trademark rights, service marks and service mark rights, trade names and
trade name rights, service names and service name rights (including all goodwill, common law
rights and governmental or other registrations or applications for registration pertaining thereto),
designs, trade dress, brand names, business and product names, internet domain names, logos
and slogans;

all copyrights and/or rights to use a copyright (including all common law rights, and
governmental or other registrations or applications for registration pertaining thereto, and
renewal rights therefor);

all sui generis database rights, ideas, inventions (whether patentable or not), invention
disclosures, improvements, technology know-how, show-how, trade secrets, formulas, systems,
processes, designs, methodologies, industrial models, works of authorship, databases, content,
graphics, technical drawings, statistical models, algorithms, modules, computer programs,
technical documentation, business methods, work product, intellectual and industrial property
licenses, proprietary information and documentation relating to any of the foregoing;

all mask works, mask work registrations and applications therefor;
all industrial designs and any registrations and applications therefor throughout the world;

all computer software including all source code, object code, firmware, development tools, files,
records and data, and all media on which any of the foregoing is recorded; and

all similar, corresponding or equivalent rights to any of the foregoing.

“Investment Date” refers to the date on which the subscription amounts are paid by the Investors to the
Company with respect to the subscription to the Investor Shares and the Investor Shares are issued and
allotted to the respective Investors pursuant to receipt of such payment by the Company in its designated
bank account;

*“Investors” shall collectively refer to IFC and Marina III.

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