attributable to a Tax Deduction required by law to be made by an Obligor;

. The Buyer and the Sellers shall each be allocated the income Tax deduction attributable to any Transaction Expense for which each party bears the economic detriment. For purposes of clarity, any income Tax deduction attributable to a Transaction Bonus shall be reflected in the Pre-Closing Tax Periods and shall not be deducted by the Buyer or any Affiliate thereof, including any Target Company after the Closing.

If, at any time, the Company is required under applicable laws or regulations to withhold, or to make any deduction for, any taxes or take any other action in connection with the exercise of any option hereunder or the vesting or delivery of Common Stock in respect of a Restricted Stock Unit, the Company shall have the right to deduct from all amounts payable in cash any taxes required by law to be withheld therefrom, and, in the case of payments in the form of Common Stock, the Outside Director to whom such payments are to be made shall be required to pay to the Company the amount of any taxes required to be withheld, or, in lieu thereof, the Company shall have the right to retain, or sell without notice, a sufficient number of shares of Common Stock to cover the minimum amount required to be withheld.

"Tax Item” means any item of income, gain, loss, deduction or credit, or other attribute than may have the effect of increasing or decreasing any Tax.

The estimated hypothetical tax deduction will be EUR 14,511.58 per pay period based on your current base salary. This amount is comprised of estimates for hypothetical tax of:

any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

During the nine months ended December 31, 2015 and December 31, 2014, the group has claimed weighted tax deduction on eligible research and development expenditures based on the approval received from Department of Scientific and Industrial Research (DSIR) on November 23, 2011 which has been renewed effective April 2014. The weighted tax deduction is equal to 200% of such expenditures incurred.

All payments (whether of principal or otherwise) to be made by the Borrower to the Lender hereunder shall made without set-off or counterclaim and free and clear of and without deduction for any taxes or withholdings of any nature hatsoever imposed by any country or tax authority. It at any time any applicable law or regulation of such country or tax authority or international agreement imposes any such tax or requires the Borrower to make any such deduction or withholding from any such payment, the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender receives a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. In the event that the Borrower is compelled to make any such deduction or withholding the Borrower shall forward, within ninety (90) days after such deduction of withholding is made, official receipts or other official documentation acceptable to the Lender evidencing payment of such deduction or withholding.

A payment shall not be increased under sub-clause 12.2.3 above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to