Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) Genterra has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of Genterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. This Agreement has been duly executed and delivered by Genterra and constitutes a valid and binding obligation of Genterra, enforceable in accordance with its terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights. (b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of Genterra; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra or impair the ability of Genterra to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby; and (c) The board of directors of Genterra at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour of the transactions contemplated by this Agreement.

Authority and No Violation. (a) Genterra SpinCo has all requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement by SpinCo and the agreements, documents and consummation by SpinCo of the transactions contemplated herein by this Agreement have been duly authorized by all necessary corporate action the sole director of Genterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. SpinCo. (b) This Agreement has been duly executed and delivered by Genterra SpinCo and constitutes a legal, valid and binding obligation of Genterraobligation, enforceable against it in accordance with its terms terms, subject only to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by SpinCo in connection with the following qualificationstransactions contemplated herein will be duly executed and delivered by SpinCo and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by SpinCo in connection with the transactions contemplated herein, the execution and delivery by SpinCo of this Agreement and such other documents, the performance by it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not conflict with, result in a violation or breach of, constitute a default, or require any consent (other than such as has already been obtained) to be obtained under, or give rise to any termination rights or payment obligation under any provision of: (i) an order its notice of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; andarticles or articles; (ii) enforcement may be limited any resolutions of its board of directors (or any committee thereof) or shareholders; (iii) any applicable Laws; or (iv) any material contract, agreement, license, franchise or permit to which it is party or by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rightswhich it is bound. (bd) None of No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained by SpinCo in connection with the execution and delivery of this Agreement, Agreement or the consummation by SpinCo of the transactions contemplated hereby or other than the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i) conflict with any conditional approval of the terms, conditions or provisions TSX-V for the listing of the Charter Documents of Genterra; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra or impair the ability of Genterra to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby; and (c) The board of directors of Genterra at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour of the transactions contemplated by this AgreementSpinCo Shares.

Authority and No Violation. (ai) Genterra Telupay has all the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder hereunder. The execution and to consummate delivery of this Agreement by Telupay and the consummation by Telupay of the transactions contemplated hereby. The execution, delivery and performance of by this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary corporate action to authorize this Agreement, or the transactions contemplated hereby other than: (A) with respect to finalizing and approving the Proxy Statement and other matters relating thereto; and (B) with respect to the completion of Genterrathe Merger, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. This Telupay Shareholders; (ii) this Agreement has been duly executed and delivered by Genterra Telupay and constitutes a its legal, valid and binding obligation of Genterraobligation, enforceable against it in accordance with its terms terms, subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally applicable Laws affecting the enforceability creditors' rights generally, and to general principles of creditors’ rights.equity; (biii) None of the execution and delivery approval of this Agreement, the consummation execution and delivery by Telupay of this Agreement, and the performance by it of its obligations hereunder, and the completion of the Merger and the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or willthereby, nor will they with the giving of notice or the lapse of time or bothnot: (iA) conflict with result in a violation or breach of, require any consent to be obtained under, or give rise to any termination, purchase or sale rights, or payment obligation under any provision of: (I) its articles of the termsassociation, conditions by-laws or provisions other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of the Charter Documents of Genterrashares or other interests; (iiII) subject to obtaining any necessary regulatory approvals relating to Telupay, any Laws, judgment, or decree, except to the consents, approvals, orders, authorizations, registrations, declarations extent that the violation or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in a breach of, constitute a default or failure to obtain any consent under, any Laws, judgment or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra Telupay; or (III) subject to obtaining any necessary regulatory approvals relating to Telupay and the requisite approval of the Telupay Shareholders, and except as would not, individually or impair in the aggregate, have a Material Adverse Effect on Telupay, or on any Material Contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) save and except as set forth in Section 4.1(c)(iii)(B) of the Telupay Disclosure Schedule, give rise to any right of termination or acceleration of indebtedness of Telupay; (C) save and except as set forth in Section 4.1(c)(iii)(C) of the Telupay Disclosure Schedule, and except as would not, individually or in the aggregate, have a Material Adverse Effect on Telupay, result in the imposition of any restriction, tax, penalty, Encumbrance, charge, or lien upon any of the Assets, or restrict, hinder, impair, or limit the ability of Genterra Telupay to perform carry on the Business of Telupay as and where it is now being carried on; (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Telupay or increase any benefits otherwise payable to any such person or under any Telupay Plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options; or (E) result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options; (iv) no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Telupay, or to its obligations hereunder knowledge, any Telupay Shareholder in connection with the execution and delivery of this Agreement or prevent or delay the consummation of any by Telupay of the transactions contemplated herebyhereby other than (A) any approval of the Telupay Shareholders of the Merger, (B) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and (C) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Telupay; and (cv) The board its Board of directors of Genterra at a meeting duly called and held or Directors has resolved that on the Effective Date Telupay will be solvent by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair reference to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour test specified under article 127E(6) of the transactions contemplated by this AgreementCompanies (Jersey) Law 1991 (as amended) (the "Jersey Law").

Authority and No Violation. (a) Genterra ▇. ▇▇▇▇▇▇ has all requisite the necessary corporate power power, authority and authority capacity to enter into this Combination Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution, execution and delivery and performance of this Combination Agreement and the agreements, documents and transactions contemplated herein have by ▇▇▇▇▇▇ has been duly authorized by all the ▇▇▇▇▇▇ Board and no other corporate proceedings on its part are necessary corporate action of Genterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolutionto authorize this Combination Agreement. This Combination Agreement has been duly executed and delivered by Genterra ▇▇▇▇▇▇ and constitutes a legal, valid and binding obligation of Genterra▇▇▇▇▇▇, enforceable against it in accordance with its terms terms, subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction insolvency and other similar laws generally applicable Laws affecting the enforceability of creditors’ rightsrights generally, and to general principles of equity. (b) None ii. The authorization of this Combination Agreement, the execution and delivery by ▇▇▇▇▇▇ of this Combination Agreement and the performance by it of its obligations under this Combination Agreement, and the consummation of the Amalgamation will not: (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default or event of default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: I. the articles, by-laws or other charter documents of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary or the agreements covering any of ▇▇▇▇▇▇’▇ or a ▇▇▇▇▇▇ Subsidiary’s material joint ventures; II. any note, bond, mortgage, indenture, instrument, Contract, agreement, lease, Authorization or government grant to which ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Material Subsidiary is a party or by which any of their respective properties or assets or material joint ventures is bound; III. any applicable Laws or any judgment, decree, order or award of any Governmental Entity or arbitrator, except as would not be material and adverse to ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Material Subsidiaries; (B) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Material Subsidiary or any of their material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Material Subsidiary to cease to be available, or cause any security interest in any assets of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Material Subsidiary or any of their joint ventures to become enforceable or realizable; (C) other than as set out in the ▇▇▇▇▇▇ Disclosure Letter, give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant; or (D) result in the imposition of any Encumbrance upon, or cause or result in any loss of, any rights or assets or any interest therein held by ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Material Subsidiaries in any material properties or their material joint ventures. iii. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Subsidiaries in connection with this Combination Agreement and the consummation of the transactions contemplated hereby or by the fulfilment of or compliance with the terms Amalgamation and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: this Combination Agreement other than: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of Genterra; ▇▇▇▇▇▇ Shareholder Approval; (ii) subject the requirement to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; prepare and file this Combination Agreement on SEDAR together with related continuous disclosure filings; (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit approval from the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or TSXV; and (iv) result in such authorizations, consents, approvals and filings as to which the cancellation, suspension failure to obtain or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that make would not, individually or in the aggregate, have a Material Adverse Effect on Genterra or impair the ability of Genterra to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby; and (c) The board of directors of Genterra at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour of the transactions contemplated by this Combination Agreement.

Authority and No Violation. (a) Genterra Interrobang has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of Genterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation ResolutionInterrobang. This Agreement has been duly executed and delivered by Genterra Interrobang and constitutes a valid and binding obligation of GenterraInterrobang, enforceable in accordance with its terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ ' rights. (b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Constating Documents of GenterraInterrobang; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to GenterraInterrobang; (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra Interrobang is a party or by which it is bound or to which its property is subject, all as of the Effective Date, ; or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by GenterraInterrobang, or in the creation of any lien, charge, security interest or encumbrance Encumbrance upon any of the assets of Genterra Interrobang under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra Interrobang or impair the ability of Genterra Interrobang to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby; and. (c) The board of directors of Genterra Interrobang at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Interrobang Shares and in the best interests of Genterra Interrobang and recommends has recommended that such Holders of Genterra Interrobang Shares vote in favour of the transactions contemplated by this Agreement. (d) All of the Holders of Interrobang Shares have approved, by way of written resolution, the Amalgamation and the agreements and transactions related thereto.

Authority and No Violation. (ai) Genterra PhotoChannel has all the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder hereunder. The execution and to consummate delivery of this Agreement by PhotoChannel and the consummation by PhotoChannel of the transactions contemplated hereby. The execution, delivery and performance of by this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary corporate action of Genterra, other than to authorize this Agreement or the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Genterra and constitutes a valid and binding obligation of Genterra, enforceable in accordance with its terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rightsPhotoChannel. (biii) None of the execution and delivery The approval of this Agreement, the consummation execution and delivery by PhotoChannel of this Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or willthereby, nor will they with the giving of notice or the lapse of time or bothnot: (iA) conflict with result in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) PhotoChannel's memorandum, certificate of the terms, conditions incorporation or provisions articles or any other agreement or understanding relating to ownership of the Charter Documents of Genterrashares or other interests or to corporate governance; (iiII) subject any Laws, judgment or decree, except to the consents, approvals, orders, authorizations, registrations, declarations extent that the violation or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in a breach of, constitute a default or failure to obtain any consent under, any Laws, judgment or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra PhotoChannel; or (III) except as would not, individually or in the aggregate, have a Material Adverse Effect on PhotoChannel, any material contract, agreement, license, franchise or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of PhotoChannel, or cause such indebtedness to come due before its stated maturity or cause any available credit of PhotoChannel to cease to be available; or (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on PhotoChannel, result in the imposition of any encumbrance, charge or lien upon any of its assets, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on. (iv) Except for the ability final acceptance hereof by the TSXV expected in the ordinary course, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by PhotoChannel in connection with the execution and delivery of Genterra to perform its obligations hereunder this Agreement or prevent or delay the consummation of any by PhotoChannel of the transactions contemplated hereby; andhereby or thereby other than any consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on PhotoChannel. (cv) The board PhotoChannel may rely on available exemptions under applicable Laws to permit the issuance of directors of Genterra at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair PhotoChannel Shares to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour of the transactions contemplated by this AgreementVendors under §2.2(c) and, if applicable, §2.3.

Authority and No Violation. (ai) Genterra Mainland has all the requisite corporate power and authority to enter into this the Agreement and to perform its obligations hereunder and to consummate thereunder. The execution and delivery of this Agreement by Mainland and the consummation by Mainland of the transactions contemplated hereby. The execution, delivery and performance of by this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary corporate action to authorize this Agreement or the transactions contemplated hereby other than: (A) with respect to finalizing and approving the Joint Proxy Statement and other matters relating thereto; and (B) with respect to the completion of Genterrathe Merger, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. This Mainland Shareholders; (ii) this Agreement has been duly executed and delivered by Genterra Mainland and constitutes a its legal, valid and binding obligation of Genterraobligation, enforceable against it in accordance with its terms terms, subject only to the following qualifications:bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity; (iiii) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights. (b) None of the execution and delivery approval of this Agreement, the consummation execution and delivery by Mainland of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger and the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor thereby will they with the giving of notice or the lapse of time or bothnot: (iA) conflict result in a violation or breach of, require any consent to be obtained under, or give rise to any termination, purchase or sale rights, or payment obligation under any provision of: (I) its articles of incorporation, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any of the terms, conditions or provisions of the Charter Documents of Genterraparty holding an ownership interest in Mainland; (iiII) subject to obtaining any necessary regulatory approvals relating to Mainland, any Laws, judgment or decree, except to the consents, approvals, orders, authorizations, registrations, declarations extent that the violation or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in a breach of, constitute a default or failure to obtain any consent under, any Laws, judgment or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra Mainland; or (III) subject to obtaining any necessary regulatory approvals relating to Mainland ,and except as would not, individually or impair in the aggregate, have a Material Adverse Effect on Mainland, any material contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of Mainland, or cause such indebtedness to come due before its stated maturity or cause any available credit of Mainland to cease to be available; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on Mainland, result in the imposition of any encumbrance, charge or lien upon any of its assets, or restrict, hinder, impair, or limit its ability to carry on its business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Genterra Mainland or increase any benefits otherwise payable under any Mainland plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to perform its obligations hereunder be obtained by Mainland in connection with the execution and delivery of this Agreement or prevent or delay the consummation of any by Mainland of the transactions contemplated hereby; and hereby or thereby other than (cA) The board any approval of directors the Mainland Shareholders of Genterra at the Merger, and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a meeting duly called and held Governmental Entity which, if not obtained, would not, individually or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour of the transactions contemplated by this Agreement.aggregate, have a Material Adverse Effect on Mainland;

Authority and No Violation. (ai) Genterra Mainland has all the requisite corporate power and authority to enter into this the Agreement and to perform its obligations hereunder and to consummate thereunder. The execution and delivery of this Agreement by Mainland and the consummation by Mainland of the transactions contemplated hereby. The execution, delivery and performance of by this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary corporate action to authorize this Agreement or the transactions contemplated hereby other than: (A) with respect to finalizing and approving the Joint Proxy Statement and other matters relating thereto; and (B) with respect to the completion of Genterrathe Merger, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. This Mainland Shareholders; (ii) this Agreement has been duly executed and delivered by Genterra Mainland and constitutes a its legal, valid and binding obligation of Genterraobligation, enforceable against it in accordance with its terms terms, subject only to the following qualifications:bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity; (iiii) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights. (b) None of the execution and delivery approval of this Agreement, the consummation execution and delivery by Mainland of this Agreement and the performance by it of its obligations hereunder and the completion of the Merger and the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor thereby will they with the giving of notice or the lapse of time or bothnot: (iA) conflict result in a violation or breach of, require any consent to be obtained under, or give rise to any termination, purchase or sale rights, or payment obligation under any provision of: (I) its articles of incorporation, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any of the terms, conditions or provisions of the Charter Documents of Genterraparty holding an ownership interest in Mainland; (iiII) subject to obtaining any necessary regulatory approvals relating to Mainland, any Laws, judgment or decree, except to the consents, approvals, orders, authorizations, registrations, declarations extent that the violation or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in a breach of, constitute a default or failure to obtain any consent under, any Laws, judgment or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra Mainland; or (III) subject to obtaining any necessary regulatory approvals relating to Mainland ,and except as would not, individually or impair in the aggregate, have a Material Adverse Effect on Mainland, any material contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of Mainland, or cause such indebtedness to come due before its stated maturity or cause any available credit of Mainland to cease to be available; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on Mainland, result in the imposition of any encumbrance, charge or lien upon any of its assets, or restrict, hinder, impair, or limit its ability to carry on its business as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Genterra Mainland or increase any benefits otherwise payable under any Mainland plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to perform its obligations hereunder be obtained by Mainland in connection with the execution and delivery of this Agreement or prevent or delay the consummation of any by Mainland of the transactions contemplated hereby; and hereby or thereby other than (cA) The board any approval of directors the Mainland Shareholders of Genterra at the Merger, and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a meeting duly called and held Governmental Entity which, if not obtained, would not, individually or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour of the transactions contemplated by this Agreement.aggregate, have a Material Adverse Effect on Mainland;

Authority and No Violation. (a) Genterra Each of the Acquiror and Subco has all requisite the necessary corporate power power, authority and authority capacity to enter into this Agreement and the documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution, execution and delivery and performance of this Agreement by each of the Acquiror and Subco and the agreements, documents consummation by each of the Acquiror and transactions contemplated herein Subco of the Amalgamation have been duly authorized by all their respective boards of directors and no other corporate proceedings on their part are necessary corporate action of Genterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolutionto authorize this Agreement. This Agreement has been duly executed and delivered by Genterra each of the Acquiror and Subco and constitutes a legal, valid and binding obligation of Genterraeach of the Acquiror and Subco, enforceable against it in accordance with its terms terms, subject only to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. The authorization of this Agreement, the following qualificationsexecution and delivery by each of the Acquiror and Subco of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Amalgamation shall not result (with or without notice or the passage of time) in a violation or breach of, or constitute a default under, require any consent to be obtained under, any provision of: (i) an order its certificate of specific performance and an injunction are discretionary remedies andincorporation, in particulararticles, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and by-laws or other similar laws generally affecting the enforceability of creditors’ rights. (b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of Genterracharter documents; (ii) any applicable Laws (subject to the consentsobtaining applicable regulatory approvals) except where such violation, approvalsbreach, orders, authorizations, registrations, declarations default or filings referred failure to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in obtain a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that consent would not, individually or in the aggregate, have a Material Adverse Effect on Genterra or impair materially impede the ability completion of Genterra to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby; and (c) The board of directors of Genterra at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair Agreement; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which the Holders of Genterra Shares and Acquiror or Subco is a party or by which it is bound, except where such violation, breach, default or failure to obtain a consent would not, individually or in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour aggregate, materially impede the completion of the transactions contemplated by this Agreement.

Authority and No Violation. (ai) Genterra Telupay has all the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder hereunder. The execution and to consummate delivery of this Agreement by Telupay and the consummation by Telupay of the transactions contemplated hereby. The execution, delivery and performance of by this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary corporate action to authorize this Agreement, or the transactions contemplated hereby other than: (A) with respect to finalizing and approving the Proxy Statement and other matters relating thereto; and (B) with respect to the completion of Genterrathe Merger, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. This Telupay Shareholders; (ii) this Agreement has been duly executed and delivered by Genterra Telupay and constitutes a its legal, valid and binding obligation of Genterraobligation, enforceable against it in accordance with its terms terms, subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally applicable Laws affecting the enforceability creditors' rights generally, and to general principles of creditors’ rights.equity; (biii) None of the execution and delivery approval of this Agreement, the consummation execution and delivery by Telupay of this Agreement, and the performance by it of its obligations hereunder, and the completion of the Merger and the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or willthereby, nor will they with the giving of notice or the lapse of time or bothnot: (iA) conflict with result in a violation or breach of, require any consent to be obtained under, or give rise to any termination, purchase or sale rights, or payment obligation under any provision of: (I) its articles of the termsincorporation, conditions by-laws or provisions other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of the Charter Documents of Genterrashares or other interests; (iiII) subject to obtaining any necessary regulatory approvals relating to Telupay, any Laws, judgment, or decree, except to the consents, approvals, orders, authorizations, registrations, declarations extent that the violation or filings referred to in Section 5.4 being made or obtained, violate any provision of any Laws applicable to Genterra; (iii) conflict with, result in a breach of, constitute a default or failure to obtain any consent under, any Laws, judgment or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date, or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by Genterra, or in the creation of any lien, charge, security interest or encumbrance upon any of the assets of Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Genterra Telupay; or (III) subject to obtaining any necessary regulatory approvals relating to Telupay and the requisite approval of the Telupay Shareholders, and except as would not, individually or impair in the aggregate, have a Material Adverse Effect on Telupay, or on any Material Contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) save and except as set forth in Section 4.1(c)(iii)(B) of the Telupay Disclosure Schedule, give rise to any right of termination or acceleration of indebtedness of Telupay; (C) save and except as set forth in Section 4.1(c)(iii)(C) of the Telupay Disclosure Schedule, and except as would not, individually or in the aggregate, have a Material Adverse Effect on Telupay, result in the imposition of any restriction, tax, penalty, Encumbrance, charge, or lien upon any of the Assets, or restrict, hinder, impair, or limit the ability of Genterra Telupay to perform carry on the Business of Telupay as and where it is now being carried on; (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Telupay or increase any benefits otherwise payable to any such person or under any Telupay Plans or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options; or (E) result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options; and (iv) no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Telupay, or to its obligations hereunder knowledge, any Telupay Shareholder in connection with the execution and delivery of this Agreement or prevent or delay the consummation of any by Telupay of the transactions contemplated hereby; and hereby other than (cA) The board any approval of directors the Telupay Shareholders of Genterra at the Merger, (B) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and (C) any other consents, approvals, orders, authorizations, declarations or filings of or with a meeting duly called and held Governmental Entity which, if not obtained, would not, individually or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of Genterra Shares and in the best interests of Genterra and recommends that such Holders of Genterra Shares vote in favour of the transactions contemplated by this Agreement.aggregate, have a Material Adverse Effect on Telupay;