SSA Version 2 11.06.09

SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
BY AND BETWEEN:
THE PERSONS LISTED IN SCHEDULE 1
AND
BTS INDIA PRIVATE EQUITY FUND LIMITED
AND
CARAVEL LOGISTICS PRIVATE LIMITED

TABLE OF CONTENTS
1.DEFINITIONS & INTERPRETATIONS.....................................................................4
2.INVESTOR PREFERENCE SHARES AND WARRANTS.....................................12

3.CLOSING AND SUBSCRIPTION...............................................................16
4.CONDITIONS PRECEDENT AND SUBSEQUENT TO CLOSING..............................19
5.BUSINESS............................................................................................24
6.TRANSFER PROVISIONS ..............................................................................28
7.INVESTOR’S EXIT MECHANISM......................................................................30
8.CONFIDENTIAL INFORMATION.........................................................................36
9.BOARD REPRESENTATION...........................................................................36
10.MANAGEMENT OF THE COMPANY..................................................................41
11.FUNDAMENTAL ISSUES.............................................................................42
12.GENERAL MEETINGS...............................................................................42
13.INVESTOR NOT TO BE CONSIDERED PROMOTERS ..................................................42
14.INDEMNIFICATION .................................................................................43
15.INFORMATION, ACCOUNTING RECORDS, AUDIT AND ACCESS..................................47
16.OTHER COVENANTS...............................................................................49
17.WARRANTIES .....................................................................................50
18.EVENTS OF DEFAULT..............................................................................53
19.TERMINATION .....................................................................................55
20.DISPUTE RESOLUTION ..............................................................................56
21.GOVERNING LAW...................................................................................56
22.MISCELLANEOUS...................................................................................56
2.NOTICES .............................................................................................61
23.EXTINGUISHMENT OF RIGHTS.......................................................................62
24.SURVIVAL OF PROVISIONS..........................................................................62
25.PROCURING OBLIGATION..........................................................................62
3.PAYMENTS BY THE COMPANY.......................................................................62
26.SUBSIDIARIES......................................................................................62
27.OTHER SHAREHOLDERS............................................................................62
SCHEDULE 1...........................................................................................65
SCHEDULE 1A.........................................................................................65
SCHEDULE 1B.........................................................................................65
SCHEDULE 2.......................................................................................66
SCHEDULE 3...........................................................................................67
SCHEDULE 4...........................................................................................68
SCHEDULE 5...........................................................................................70
Strictly Private and Confidential
SCHEDULE 6.......................................................................................74
SCHEDULE 7...........................................................................................77
SCHEDULE 8...........................................................................................79
SCHEDULE 9............................................................................................95
SCHEDULE 10.........................................................................................99
SCHEDULE 11........................................................................................100
SCHEDULE 12...................................................................................102
SCHEDULE 13...................................................................................104
SCHEDULE 14........................................................................................105
SCHEDULE 15.......................................................................................106
SCHEDULE 16........................................................................................109
Page 2 of 111 of the Share Subscription and Shareholders Agreement to be executed between the
Promoters of Caravel Logistics Private Limited, BTS India Private Equity Fund Limited and Caravel
Logistics Private Limited – Version 1
SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
THIS SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT made at

Mumbai this [●] day of [●] among:
1. BTS India Private Equity Fund Limited, a company incorporated under the laws
of Mauritius as a company with limited liability and holding a Category – I Global Business
License under the Financial Services Development Act, 2001 and having its registered office
at 4th Floor, Les Cascades Building, Port-Louis, Mauritius (hereinafter referred to as the
“Investor”, which expression shall, unless repugnant to or inconsistent with the context or
meaning thereof, be deemed to mean and include its successors and permitted assigns) of the
First Part;
AND
2. The Persons listed in Schedule 1, (hereinafter collectively referred to as the

“Promoters”, which expression shall, unless repugnant to or inconsistent with the context or
meaning thereof, mean and include each of their respective successors/heirs, executors,
administrators and assigns) of the Second Part;
AND
3. Caravel Logistics Private Limited, a private limited company incorporated under

the Companies Act, 1956 and having its registered office at Number 484, Pantheon Plaza,
Pantheon Road, Egmore, Chennai – 600 008, Tamil Nadu, India (hereinafter referred to as the
“Company”, which expression shall, unless it be repugnant or contrary to the context or
meaning thereof, mean and include its subsidiaries, successors and permitted assigns) of the
Third Part.
Each of the Promoters, the Investor and the Company is referred to individually as a “Party”
and collectively as the “Parties”
WHEREAS:
A. The Company is a private limited company engaged in the business of providing

container-centric logistics services such as acting as non-vessel operating container carrier
and multi-modal transport operator, freight forwarding, custom house agency and inland
transportation as more particularly detailed in Schedule 2 hereto;
B. The Promoters incorporated the Company and are responsible for the day to day
management and administration of the Company as on the date of this Agreement. The
shareholding structure of the Company including the shareholding of the Promoters in the
Company and the status of encumbrances thereon, as on the date hereof, is set out in
Schedule 1 hereto;
C. The Investor is a Securities and Exchange Board of India (“SEBI”) registered Foreign
Venture Capital Investor (“FVCI”) for making investments in Indian small and medium
enterprises.
D. The Company is presently in need of additional funds for its expansion plans and the
Promoters have approached the Investor with a request to make an investment in the
Company, on certain terms mutually agreed between them under a Term Sheet dated July 24,
2008 (the “Term Sheet”) and further negotiations pursuant to which the Investor has agreed
to subscribe to and the Company has agreed to issue and allot the Investor Preference Shares
(as defined hereinafter) to the Investor on the terms and conditions set out in this Agreement;
and
E. The Parties are entering into this Agreement in order to set out the terms and
conditions of the investment by the Investor as well as their mutual rights and obligations in
the Company, and other matters in connection therewith, which they agree will be
interpreted, acted upon and governed solely in accordance with the terms and conditions of
this Agreement and the Charter Documents (as defined below) of the Company, which shall
be modified to reflect the provisions of this Agreement.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND

AGREEMENTS, THE RECEIPT AND SUFFICIENCY WHEREOF IS HEREBY
ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITIONS & INTERPRETATIONS
1.1. In this Agreement, except to the extent that the context otherwise requires, the
following words and expressions shall have the following meanings:
“Act” means the Companies Act, 1956 (1 of 1956), as amended from time to time
and shall include any statutory replacement or re-enactment thereof;
“Affiliate” means and includes:
I. with respect to the Promoters, any Person:
(i) in which fifty percent (50%) or more of the voting securities are
(whether directly or indirectly) legally and beneficially held by the
Promoters; and / or
(ii) which is directly Controlled by, or is under the common Control of,
the Promoters;
(iii) who is a Relative of any of the Promoters.
II. with respect to the Investor, any company, fund, collective investment
scheme, trust, partnership (including, without limitation, any co-investment
partnership), special purpose or other vehicle or any subsidiary or affiliate of
any of the foregoing, which is managed by BTS Investment Advisors
Limited, Zug, Switzerland.
“Agreed Form” shall mean in a form mutually agreed between the Parties.
“Agreement” means this Share Subscription and Shareholders Agreement as from

time to time amended, supplemented or replaced or otherwise modified and any
document which amends, supplements, replaces or otherwise modifies this
Agreement together with the Recitals and Schedules attached hereto;
“Annual Budget” shall mean the budget of the Company for each Financial Year and
modified from time to time, as the case may be, and as approved by the Board of
Directors;
“Annual Business Plan” means, in relation to the Company, a business plan with
respect to any financial year of the Company that has been approved at the beginning
of the relevant financial year in the board meeting or with the consent in writing of
the Investor and containing, amongst other key performance indicators, an operating
performance budget and capital expenditure and borrowing details, the first Annual
Business Plan being annexed to this Agreement in Schedule 3;
“Applicable Law” means any statute, law, ordinance, regulation, rule, order, bye
law, administrative interpretation, writ, injunction, directive, judgment or decree or
other instrument which has a force of law, applicable to any Party or its Affiliates in
force from time to time;
“Article” means article or clause of this Agreement;
“Big Four” shall mean Pricewaterhouse Coopers, Deloitte Haskins & Sells, Ernst &
Young and KPMG (or their Affiliates as known in India);
()A “BTS Group” shall include the Investor, funds managed/operated by

BTS Investment Advisors Ltd., Zug, Switzerland and its Affiliates.
“Business” shall mean the business carried on, and services provided by the
Company as on the date of this Agreement and from time to time, and shall include
the business more particularly described in Schedule 2 hereto;
“Charter Documents” shall mean the Articles of Association and Memorandum of

Association of the Company, as amended pursuant to this Agreement and further as
amended from time to time;
“Closing” means closing as defined in Article 3.1 hereto;
“Closing Date” means the date on which the Closing takes place;
“Company Articles” means the Articles of Association of the Company or any

successor entity of Company, as amended pursuant to this Agreement and further as
amended from time to time;
“Company Board” or “Board of Directors” means the board of directors of the

Company duly constituted in terms of this Agreement;
“Competitor” means any entity engaged on its own or through its affiliates in a
business or having a substantial interest in a business which is identical or similar to
any business being carried on by the Company at the relevant time, or which can be
reasonably said to be in competition with any business being carried on by the
Company at such relevant time;
“Confidential Information” means any and all confidential or proprietary

information and materials, as well as all trade secrets, registered by the Company
and/or its Subsidiaries, and without limitation and regardless of whether such
information or materials are expressly identified as confidential or proprietary,
whether or not stored in any medium:
(a) technical information and materials, including but not limited to computer
programs, software, databases, compositions, technological data, processes,
discoveries, machines and inventions;
(b) business information and materials, including but not limited to financial
information, business plans, business proposals, customer contract terms and
conditions, customer contact information, supplier lists, supplier contact
information, business partner lists and business partner contact information;
(c) information and materials relating to future plans, including but not limited to
marketing strategies, new materials research, pending projects and proposals,
proprietary production processes, research and development strategies, and
similar items;
(d) personnel information and materials, including but not limited to employee lists
and contact information, employee performance information, employee
compensation information, recruiting sources, contractor and consulting
information, contacts, and cost, and similar information;
(e) information relating to Company or the Investor which is obtained whether
(without limitation) in writing, pictorially, in machine-readable form, on floppy
diskettes or orally, and whether or not marked “confidential” by any Party or its
representatives from either the Company or any of their representatives, in each
case in connection with the business relationship between the Company, the
Promoters and the Investor;
Notwithstanding the above, however, no information constitutes Confidential

Information if it is otherwise publicly known and in the public domain or comes into
the public domain due to no fault of any of the Parties receiving such information;
“Connected Persons” of the company includes:-
(a) any Affiliate of the Company;
(f) the Promoters, Promoter Directors or any of their Affiliates;
(g) any firm or unlisted company in which the Company, the Promoters, or any
Affiliate of any of them is a partner, shareholder or director or has any share,
Control or interest; or any listed company in which the Company, the Promoters
or any Affiliate or partner of any Promoter, or Affiliate is a director or holds
shares exceeding 1% of the paid-up equity share capital of, or has Control over
such listed company;
Provided that any reference to a “director” of the Company in the aforementioned

definition shall not include the Investor Director of the Company;
“Connected Persons Transactions” means any transaction between the Company

and the Connected Persons;
‘Control’ together with its grammatical variations, when used with respect to any
Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of the vote carrying securities,
by contract or otherwise howsoever.
“Conversion Date” shall have the meaning as ascribed to it in Clause 2.2(a);
“Convertible Instruments” means warrants, options or any other financial

instrument convertible into or exchangeable with Shares at a later date;
“Deed of Adherence” means a deed to be executed by the transferee of any shares

from the Promoters substantially in the form set out in Schedule 4;
“Encumbrance” means any encumbrance including without limitation any security

interest, claim, mortgage, pledge, charge, hypothecation, lien, lease, assignment, deed
of trust, title retention, deposit by way of security, beneficial ownership (including
usufruct and similar entitlements), or any other interest held by a third Person, and/or
any adverse claim as to title, possession or use, and shall include any agreement
and/or consent and/or any intent to create an encumbrance of whatsoever nature;
“ESOP Policy” shall mean the ESOP policy of the Company as agreed upon by the
Parties.
“Equity Share Holders” or “Shareholders” mean holders of the Shares of the

Company;
“Fair Value” means the fair value of an Equity Share of the Company determined as
the higher of (i) an amount that provides an internal rate of return of at least 25% per
annum to the Investor; or (ii) the valuation done by a third party valuer appointed
mutually by the Parties;
“Financial Year” shall mean a period of twelve months commencing from 1st April
of any calendar year and ending on the 31st March of the next calendar year, unless
otherwise decided by the Parties;
“Fundamental Issues” means any of the matters set out in Schedule 5 which relate
to the Company;
“Governmental Authority” means any governmental, semi-governmental,

administrative, fiscal, judicial or quasi-judicial body, department, commission,
authority, tribunal, agency or entity exercising powers conferred by Applicable Law
and shall include, without limitation, the Reserve Bank of India (“RBI”) and the
Foreign Investment Promotion Board (“FIPB”);
“Government Approvals” means any consent, approval, authorization, waiver,

permit, grant, franchise, concession, agreement, license, certificate, exemption, order,
registration, declaration, filing, report or notice, of, with or to any Governmental
Authority;
“Indemnified Persons” has the meaning given to it in Clause 14.1.
“Indebtedness” as applied to any Person, means, without duplication, (a) all

indebtedness for borrowed money, (b) all obligations evidenced by a note, bond,
debenture, letter of credit, draft or similar instrument, (c) that portion of obligations
with respect to capital leases that is properly classified as a liability on a balance
sheet in conformity with Generally Accepted Accounting Procedures (“GAAP”) of
the applicable jurisdiction, (d) notes payable and drafts accepted representing
extensions of credit, (e) any obligation owed for all or any part of the deferred
purchase price of property or services, (f) all guarantees of any nature extended by
such Person with respect to Indebtedness of any other Person and (g) all indebtedness
and obligations of the types described in the foregoing clauses (a) through (f) to the
extent secured by any Encumbrance on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is non-recourse to the credit of that Person;
“Intellectual Property Rights” means (i) copyright, patents, know-how, confidential

information, database rights, and rights in trade marks and designs (whether
registered or unregistered), (ii) applications for registration, and the right to apply for
registration, for any of the same and (iii) all other intellectual property rights and
equivalent or similar forms of protection existing anywhere in the world;
“Investor Directors” means the nominee directors of the Investor appointed in

accordance with Article 9.2(c);
“Investor Equity Shares” means Equity Shares issued to the Investor upon
conversion of the Investor Preference Shares, in accordance with Article 2.2;
“Investor Preference Shares” means the cumulative compulsory convertible

preference shares issued and allotted at price of Rs. 10/- (ten) each, carrying a coupon
of 6.50% per annum and having the rights specified in Schedule 6 to be allotted to
the Investor by the Company at Closing in accordance with Article 2.1;
“Investor Shares” means the Investor Equity Shares and Investor Preference Shares;
“Investor Shares Exercise Price” shall be the price payable per equity share by the
Investor to the Company at the time of conversion of the Investor Preference Shares
into Investor Equity Shares in accordance with Article 2.2 and Schedule 7;
“Investor Subscription Amount” shall have the meaning assigned to it in Article 2.1
hereof;
“IPO” means the first listing of the Equity Shares on any of the registered stock
exchanges in India or an international stock exchange acceptable to the Investor,
through a fresh issue of Equity Shares or an offer for sale of Equity Shares owned by
one or more of the parties or a combination of an offer for sale of Equity Shares and a
fresh issue of Equity Shares to members of the public, for which, in each case, the
price band for the issue of Shares is acceptable to the Investor and the lead managers
and underwriters are mutually agreed between the Parties;
“IRR” shall mean the internal rate of return computed on the Investor Subscription
Amount on an annual basis and shall include any dividends or income paid by the
Company to the Investor.
“Losses” shall have the meaning assigned in Article 14.1;
“Material Adverse Effect” shall mean a material adverse effect on:
(a) The assets, business, properties, liabilities, financial condition, results, operations,
regulatory status or prospects of the Company; or
(h) The ability of the Company or the Promoters to perform their obligations under
this Agreement; or
(i) The validity or enforceability as against the Company or Promoters of this

Agreement.
“Normalised EPS” shall mean the earnings as defined in Article 2.2 and Schedule 7;
“Post Diluted Capital” means the total issued and paid up capital of the Company
together with the number of equity shares to be issued upon the conversion of
Convertible Instruments;
“Person” shall mean any individual, sole proprietor, unincorporated association,

unincorporated organisation, body corporate, corporation, company, partnership,
limited liability company, joint venture, government authority, or trust or any other
entity or organisation;
“Promoters Directors” mean the nominee directors of the Promoters appointed in

accordance with Article 9.1(b) herein;
“Promoters Shares” means the Shares held by the Promoters, from time to time.
“Promoter Allottees” shall mean [•], [•] and [•], to whom the Promoter Warrants
shall be allotted by the Company in accordance with the terms of this Agreement;
“Promoter Warrants” shall mean the aggregate of 170,000 convertible warrants to

be issued by the Company to the Promoter Allottees, each of which Promoter
Warrant shall be convertible into one Equity Share at par subject to the terms of this
Agreement;
“QIPO” means the initial public offering by the Company of such number of Shares
or any other security which is compulsorily convertible into or exchangeable with
Shares (whether by a fresh issue of Shares or any such other security by the
Company, or a sale of the existing Shares or any such other security held by a
Shareholder, or a combination of both), including the listing of such Shares or other
security on any Recognised Stock Exchange as agreed by the Board pursuant to the
terms hereof at such price so as to give the Investor an IRR of at least 25% on the
Investor Subscription Amount;
“Recognized Stock Exchanges” shall mean either the National Stock Exchange or
the Bombay Stock Exchange.
“Relative” with reference to any Person shall have the meaning assigned to it in
Section 6 of the Act;
“Shares” or “Company Shares” or “Equity Shares” shall mean the fully paid-up
equity shares of face value of Rs.10 each of the Company issued from time to time,
together with all rights, obligations, title and interest in and to such shares;
“Strategic Investor” shall mean any entity engaged in or intent to enter in a

business, on its own or through its affiliates, which is identical or similar to any
business being carried on by the Company at the relevant time.
“Subscription” shall mean the subscription by the Investor of the Investor Preference
Shares in accordance with the terms of Clause 3.3(a);
“Transfer” means (in either the noun or the verb form and including all conjugations
thereof with their correlative meanings) with respect to any ownership interests, the
direct or indirect sale, assignment, Encumbrance, transfer or other disposition
(whether for or without consideration, whether directly or indirectly, whether
voluntary or involuntary or by operation of law) of any such ownership interests or of
any direct or indirect beneficial interest therein or the creation of any third party
interest in or over such ownership interests;
“Tax” or “Taxation” means all forms of taxation, duties, levies, imposts and social
security charges, including without limitation corporate income tax, wage
withholding tax, fringe benefit tax, provident fund, employee state insurance and
gratuity contributions, value added tax, customs and excise duties, and other legal
transaction taxes, dividend withholding tax, real estate taxes, other municipal taxes
and duties, environmental taxes and duties and any other type of taxes or duties in
any relevant jurisdiction, together with any interest, penalties, surcharges or fines
relating thereto, due, payable, levied, imposed upon or claimed to be owed in any
relevant jurisdiction or country;
“Warranties” means the warranties, representations, covenants and undertakings of

the Promoters and the Company, as the case may be, as set out in Article 15 and
Schedule 8.
1.2. In this Agreement, headings are used for convenience only and shall not affect the
interpretation of this Agreement.
1.3. In this Agreement, unless the context specifies otherwise, reference to the singular
includes a reference to the plural and vice versa, and reference to a gender includes a
reference to the other gender.
1.4. In this Agreement, unless the context specifies otherwise, references to the Recitals,
Articles and Schedules shall be deemed a reference to the recitals, articles and
schedules of this Agreement which shall form an integral and operative part of this
Agreement.
1.5. Unless the context specifies otherwise, the respective obligations and liabilities of the
Promoters arising under or in relation to this Agreement shall be joint and several.
1.6. Terms not specifically defined in Article 1.1 shall have the meaning assigned to them
in the respective Articles of this Agreement.
2. INVESTOR PREFERENCE SHARES AND WARRANTS
2.1. Subscription to Investor Preference Shares:
(a) Subject to the terms and conditions specified in this Agreement and in reliance on
the Warranties and the other covenants from the Promoters and/or Company, the Investor
hereby agrees to subscribe to, and the Company agrees to issue, allot and deliver to the
Investor, free and clear of all Encumbrances, Investor Preference Shares at a price of Rs. 10/-
per Investor Preference Share aggregating to Rs. 250,000,000/- (Rupees two hundred and fifty
million only) (the “Investor Subscription Amount”) in the manner set out in this
Agreement.
(b) Prior to subscription of the Investor Shares by the Investor, the shareholding
structure of the Company will be as specified in Schedule 1A hereto. Immediately upon the
subscription of the Investor Shares by the Investor, the shareholding structure of the Company
on a Fully Diluted Basis will be as specified in Schedule 1B hereto.
2.2. Conversion of Investor Preference Shares
(a) Out of the 25,000,000 (twenty five million) Investor Preference Shares,
23,000,000 (twenty three million) Investor Preference Shares shall be compulsory convertible
anytime at the discretion of the Investor (“Conversion Date”) into Equity Shares at the
Investor Share Exercise Price as set out below:
(i) Investor Shares Exercise Price shall be equal to 7 times the fully
diluted and adjusted Earnings Per Share (“Normalised EPS”) of the
company arrived at based on the consolidated Audited Financial Statement
of the company for the Financial Year ended March 31, 2009.
(ii) The consolidated Audited Financial Statement of the company for the
Financial Year ended March 31, 2009 shall be prepared and audited by one
of the Big Four audit firms selected in consultation with the Investor.
(iii) The Normalised Earnings shall be arrived at by the audit firm,

appointed as per Clause 2.2 (a) (i) above, after making adjustments to the
earnings of the company for the Financial Year ended March 31, 2009. The
Normalised Earnings would not include one-time or extra-ordinary income
including realization of pending claims, income from sale or revaluation of
asset, write-backs or adjustments of income or revenue etc. as set out in
Schedule 7 and should reflect the actual earnings of the Company for the
year.
(iv) The Normalised Earnings Per Share will be computed as set out in
Schedule 7. All outstanding convertible instruments, warrants (other than
issued to the Promoters as per this agreement) and any other quasi equity
instruments will be converted before conversion of Investor Preference
Shares.
(b) Balance 2,000,000 (two million) Investor Preference Shares shall be compulsory
convertible on or before IPO/strategic sale/any liquidity event into such number of Equity
Shares that would ensure the Investor a minimum IRR of 25% on Investor Subscription
Amount. However, in the event the IRR on Investor Subscription Amount exceeds 25%, the
balance 2,000,000 (two million) Investor Preference Shares shall be converted at Investor
Shares Exercise Price arrived at as per Clause 2.2 (a). Investor Shares Exercise Price will be
appropriately adjusted for any Capital Restructuring exercise undertaken by the Company.
(c) On the Conversion Date, all (but not in part only) of the following shall take
place:
(i) The Company shall hold a meeting of the Company Board or its duly
authorized committee and allot the Investor Equity Shares arising upon
conversion of the Investor Preference Shares in favour of the Investor,
and shall make the necessary entries in its register of members and issue
duly stamped share certificates for the allotment of such Investor Equity
Shares in favour of the Investor;
(ii) All requisite forms and returns including, without limitation, the
return of allotment to be filed in respect of the allotment of Investor
Equity Shares under sub-clause (i) above shall be prepared and signed on
behalf of the Company and filed by the Company with the appropriate
authorities; and
(iii) All corporate, secretarial and statutory filings and entries in statutory
registers, applications, intimation and/or filings to be made to the
Registrar of Companies, and RBI, required to be done in connection with
the conversion of the Investor Preference Shares shall be carried out by
the Company to the satisfaction of the Investor.
2.3. Subscription to Promoter Warrants:
(a) Subject to the terms and conditions specified in this Agreement, each of the
Promoter Allottees agrees to subscribe to, and the Company agrees to issue and allot, the
Promoter Warrants at a price of Rs. 10/- per Promoter Warrant aggregating to Rs. 1,700,000/-
(Rupees one million seven hundred thousand only) (the “Promoter Subscription Amount”)
in the manner set out as under:
S. No. Name of the Promoter Allottee Number of Promoter

Warrants
1
2
3
2.4. Conversion of Promoter Warrants
(a) In the event the company’s audited profit after tax for financial year 2009-2010
equals or exceeds Rs. 200,000,000 (Rupees two hundred million only), out of the 170,000
(one hundred and seventy thousand) Promoter Warrants, 70,000 (seventy thousand) Promoter
Warrants (the “Promoter Warrants I”) shall get converted to into equity shares of the
Company at par. However, if the audited profit after tax falls below Rs. 200,000,000 (Rupees
two hundred million only), the Promoter Warrants I would stand cancelled or forfeited.
(b) In the event the company’s audited profit after tax for financial year 2010-2011
equals or exceeds Rs. 300,000,000 (Rupees three hundred million only), out of the 170,000
(one hundred and seventy thousand) Promoter Warrants, 100,000 (one hundred thousand)
Promoter Warrants (the “Promoter Warrants II”) shall get converted to into equity shares
of the Company at par. However, if the audited profit after tax falls below Rs. 300,000,000
(Rupees three hundred million only), the Promoter Warrants II would stand cancelled or
forfeited.
(c) However, in the event of dilution of equity by issue of additional equity / quasi
equity shares to investors other than the Investor and the Promoters before the end of
Financial Year 2009-2010 or 2010-2011, as applicable, Promoter Warrants I and/or Promoter
Warrants II stands cancelled or forfeited.
(d) In addition, at the time of QIPO or a strategic sale, the Promoters would be
entitled to such number of warrants (the “Exit Warrants”), convertible into equity shares
limited to a maximum incremental stake of 5% (including the stake arising out of exercise of
Promoter Warrants I & II above), in the event Investor expects to get an IRR exceeding 50%
p.a. post exercise of Promoter Warrants on IPO/strategic sale. For the purpose of computation
of IRR, lower price band of QIPO or sale price would be taken into account.
(e) The Promoter Warrants shall be issued on the following terms and conditions:
(i) Upon exercise of the option to convert the Promoter Warrants by the
Promoter Allottees, the Company shall, within fifteen (15) days from
the receipt of notice from the Promoter Allottees, issue and allot
appropriate number of Equity Shares and perform all such actions as
are required to give effect to such conversion, including making
appropriate credits to the depository account of the Promoter
Allottees arising out of such conversion by the Promoter Allottees.
The actions contemplated in this sub-section shall be in accordance
with the instructions contained in the certificates relating to the
Promoter Warrants.
(ii) The Company shall at all times reserve and keep available out of its
authorised but unissued Equity Shares, solely for the issuance and
delivery upon exercise of the Promoter Warrants, such number of its
duly authorised Equity Shares as from time to time shall be issuable
upon exercise of the Promoter Warrants.
(iii) Upon receipt of evidence reasonably satisfactory to the Company of

the loss, theft, destruction or mutilation of the Promoter Warrant
certificate and (in the case of loss, theft or destruction) upon delivery
of an indemnity agreement in an amount reasonably satisfactory to it,
or (in the case of mutilation) upon surrender and cancellation thereof,
the Company shall issue, in lieu thereof, a new Promoter Warrant
certificate on the same terms and conditions.
(iv) The Promoter Allottees shall not have the right to Transfer the
Promoter Warrants to any Person.
(v) Prior to the exercise of the option to convert the Promoter Warrants
into Equity Shares and allotment of the corresponding Equity Shares,
the Investor shall not be entitled to any rights as shareholders of the
Company with respect to the Equity Shares into which the Promoter
Warrants are exercisable, including the right to vote, to receive
dividends, etc.
(vi) The Promoter Warrant certificate may be split, upon surrender of the
Promoter Warrant certificate to the Company, for any number of new
Promoter Warrant certificates representing such aggregate number of
Promoter Warrants as was represented by the original Promoter
Warrant certificate.
The Promoter Warrants shall be convertible into equity shares only after
obtaining prior written approval of the Investor.
3. CLOSING AND SUBSCRIPTION
3.1. “Closing” shall take place simultaneously at any place and time as may be mutually
agreed upon by the Parties but in no event later than three business days from receipt
of the Investor Subscription Amount immediately upon the satisfaction or waiver in
writing by the Investor of the conditions precedent set forth in Article 4 herein.
3.2. Closing Obligations of the Investor
(a) On the Closing Date, the Investor shall pay the Investor Subscription Amount for
the Investor Shares to the Company. The Investor Subscription Amount shall be payable
without any deductions on any account whatsoever and exclusive and independent of all
taxes, duties, fees and charges payable, which shall be the sole responsibility of the Investor.
(b) Receipt by the Company of bank confirmation of the release of any sum to be
paid by the Investor to the Company’s No Lien account under this Agreement will discharge
the Investor’s obligation to pay such sum to the Company.
The obligations of the Investor with respect to the Subscription in accordance with the
terms of this Agreement are conditional on the Closing occurring and the due
performance by the Company and the Promoters of their obligations as set out in Clause
4.4.
3.3. Closing Obligations of the Company and the Promoters
(a) At Closing, all (but not in part only) of the following shall take place:
(i) The Investor shall subscribe to the Investor Preference Shares and
shall pay the Investor Subscription Amount to the Company in a manner
mutually agreed upon by the Parties;
(ii) The Company Board shall issue and allot to the Investor, duly
stamped share certificates in respect of the Investor Preference Shares;
(iii) The Investor and the Promoters shall reconstitute the Board of
Directors of the Company in accordance with Article 9 of this
Agreement;
(iv) The Company shall and the Promoters shall ensure that the Company
shall, hold a meeting of the Company Board or its duly authorized
committee for passing the following resolutions (certified copies of
which resolutions shall be in Agreed Form and shall be delivered to the
Investor):
A. the issue and allotment of the Investor Preference Shares to

the Investor;
B. Appointment of one person nominated by the Investor being

the Investor Director as additional director on the Company Board;
C. Convening an extraordinary general meeting of the Company

for considering the resolutions set out in Sub-clause (v) below.
(v) The Company shall hold an extraordinary general meeting at which

the following resolutions shall be passed in the Agreed Form:
D. adopting the Memorandum of Association and the Company

Articles in the Agreed Form, in order to reflect the relevant
provisions of this Agreement; and
E. Confirming the appointment of the Investor Directors set out

above as Directors of the Company;
(vi) All requisite forms and returns including, without limitation, the
return of allotment to be filed in respect of the allotment of the Investor
Preference Shares as well as the appointment of the Investor Directors as
directors of the Company shall be prepared and signed on behalf of the
Company and filed with the appropriate authorities;
(vii) All corporate, secretarial and statutory filings and entries in statutory
registers required to be done for the Closing shall be carried out to the
satisfaction of the Investor and its legal counsel;
(viii) The filing of the articles of association of the Company with the
concerned Registrar of Companies in Chennai and procurement of an
acknowledgement in this respect; and
(ix) Entrance in the Company’s register of members of the Investor as the

holders of the relevant number of Investor Preference Shares.
(b) If any of the provisions in Clause 3.3(a) are not complied with, the Investor shall
have the option to (i) require the Company to immediately repay the Investor Subscription
Amount to the Investor, the directors appointed by the Investor to immediately resign and
terminate this Agreement without prejudice to any rights of the Investor and liabilities of the
Promoters and the Company accrued or incurred before the date of such termination or (ii)
provide such additional period to the Promoters and the Company to comply with Clause
3.3(a) or (iii) waive the requirement of compliance with Clause 3.3(a) and proceed with the
Closing. The Promoters and the Company shall provide whatever support required by the
Investor in this regard.
(c) The Company shall within a period of 7 (seven) days from the Closing Date, (i)
file the prescribed Form FC – GPR, duly filled in and signed by the Company, through its
Authorised Dealer, to the Regional Office of the Reserve Bank of India together with any
other documents as may be required under Notification No. FEMA 20/2000 dated 3rd May
2000 and amendments thereto issued by the Reserve Bank of India, (ii) file the 30 day report
with the Reserve Bank of India relating to receipt of the Investor Subscription Amount by the
Company and (iii) such other corporate and regulatory filings required on the issue and
allotment of the Investor Preference Shares and receipt of the Investor Subscription Amount.
3.4. Company’s pre-Closing undertakings
(a) The Company shall not, and the Promoters shall exercise all rights and powers
available to them to procure that the Company shall not, at any time up to the Closing, issue,
allot or approve the transfer of any shares (or any other equity or equity-linked securities
including convertible bonds) in the capital of the Company, other than as contemplated in this
Agreement.
The Company covenants with the Investor that it shall not at any time up to Closing
without the prior consent of the Investor other than in the ordinary course of business
consistent with the past practices, enter into any commitment or transaction, or do any
other thing, which is not contemplated by this Agreement. [This clause is too broad
and vague]
(b) Pending Closing the provisions of Schedule 9 headed “Pre-Closing shall apply”.
3.5. Promoters pre-Closing undertakings
(a) The Promoters shall not at any time up to Closing do or omit to do any act that
would or could prevent the Investor from subscribing to the Investor Preference Shares in
accordance with the terms of this Agreement.
(b) The Promoters jointly and severally covenant with the Investor that they will not
at any time up to Closing without the prior consent of the Investor:
(i) directly or indirectly transfer their Shares or otherwise sell, create or

permit to subsist any pledge, mortgage, charge, lien or other
encumbrance over, or grant any option or other rights over, or otherwise
dispose of all or part of their interest in their Shares; or
(ii) enter into any commitment or transaction, or do any other thing, on

behalf of the Company which is not contemplated by this Agreement; or
(iii) do anything which would constitute a breach of any of the Warranties

were they to be repeated at any time up to Closing by reference to the
facts and circumstances then existing.
(c) If prior to Closing the Promoters become aware of any breach, or of anything
which they suspect may be a breach, of any of the covenants contained in Clauses 3.4 or 3.5
or of the Warranties they shall immediately (and in any event before Closing) inform the
Investor accordingly and promptly provide such particulars as they may subsequently request.
4. CONDITIONS PRECEDENT AND SUBSEQUENT TO CLOSING
4.1. Conditions Precedent to Closing
The obligation of the Investor to subscribe to the Investor Preference Shares in

accordance with Article 2.1 herein is subject to the relevant Party having met the
Conditions Precedent set out in this Article in a form and substance satisfactory to the
Investor unless waived in writing by the Investor:
(a) The Company Board shall have passed a resolution approving this Agreement
and the execution thereof on behalf of the Company, and the Investor shall have received a
certified true copy of such resolution.
(b) The Company Board shall have passed a resolution authorizing the execution of
such other ancillary and incidental letters, documents, agreements and other writings as may
be necessary for the consummation of the transactions contemplated herein and the Investor
shall have received a certified true copy of such resolution.
(c) The Company Board shall have passed a resolution in the form annexed at
Schedule 10 hereto.
(d) Granting of all regulatory, statutory and contractual permissions, approvals or

consents required in relation to the Investor’s subscription of the Investor Preference Shares.
A certified true copy of all such approvals and consents required to be obtained by the
Company or the Promoters shall have been provided to the Investor.
(e) No event, occurrence, fact, condition, change, development or effect shall exist or
have occurred or come to exist or been threatened that, individually or in the aggregate, has
had or resulted in, or might become or result in, a Material Adverse Effect. The Investor
acknowledges that such an event as specified earlier in this clause, shall have to be in such a
manner to affect the business operations or the financial conditions of the Company.
(f) Delivery of certified true copy of the resolution passed by the shareholders of the
Company under Section 81 (1A) and other applicable provisions of the Act for the investment
by the Investor in accordance with the terms of this Agreement.
(g) The Company shall have obtained consents and waivers of lenders, shareholders,
clients, customers, contracting parties, etc, if required, for the execution of this Agreement.
(h) Delivery by the Company of an opinion from [•], legal counsel to the Company
and the Promoters in a form customary in a transaction of like nature inter alia confirming
that the issue of Investor Preference Shares to the Investor is in accordance with Applicable
Law and the Charter Documents.
(i) The Company shall have increased its authorized capital by such number of
equity shares as may be required to ensure that the authorized share capital of the Company is
equivalent to the aggregate of (i) the issued and paid-up share capital of the Company as on
the date of this Agreement, (ii) the Investor Preference Shares and (iii) the Investor Equity
Shares to be issued upon conversion of the Investor Preference Shares. A certified true copy
of the resolution passed by the shareholders of the Company for the foregoing along with a
certified true copy of the amended Company Articles and the prescribed forms filed with the
Registrar of Companies in connection with the foregoing shall have been provided to the
Investor.
(j) The Company shall have created a No Lien account and shall have been provided
to the Investor the documentary proof of opening such an account.
(k) The Company shall provide a certificate as provided in Schedule 11.
(l) There shall not have been any proceeding, order, injunction, or other action
issued, pending or threatened, which (i) involves a challenge to or seeks to or which prohibits,
prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the
consummation of any of the transactions contemplated under this Agreement, or (ii) seeks to
impose conditions upon the ownership or operations of the Company or its subsidiaries or
which affect the ability of the Investor to invest in the Company and no Law (or proposed
Law) shall have been proposed, promulgated, adopted, enacted or entered or otherwise made
effective by any Governmental Authority that has or would have such effect.
(m) The Investor shall have received a certificate of the chairman of the Company
attaching copies, certified by such officer as true and complete, of the resolutions of the Board
of Directors of the Company approving this Agreement, authorizing and approving the
execution, delivery and performance of this Agreement, the amendments to the Charter
Documents and convening the extraordinary general meeting of the Shareholders of the
Company, the resolutions of the Shareholders of the Company in connection with the
authorization and approval of the allotment of the Investor Preference Shares to the Investor
including the approval for the amendments of the Charter Documents and any other resolution
that requires to be passed by the Company to consummate this transaction.
(n) Receipt from the Promoters and the Company of a “no objection” certificate
pursuant to Press Note No.18 (1998 Series) and Press Note No.1 (2005 Series) issued by the
Ministry of Industry, Government of India, in relation to the Company and all other
subsidiaries of the Company, with respect to the BTS Group being able to invest within India
in any sector including those deemed to be related to the Business of the Company or any of
its subsidiaries, in the form set out at Schedule 12.
(o) Receipt from the Promoters and the Company of a non-disposal undertaking in
the form set out at Schedule 13.
(p) The Company and the Promoters providing a certificate signed by the Promoters
and the Chief Executive Officer of the Company to the effect that (a) the representations and
warranties made by the Company and the Promoters in the Definitive Agreements and
Annexures hereof shall be true and correct and complete when made, and shall be true and
correct and complete as of the Closing Date, with the same force and effect as if they had
been made on and as of such date; (b) the Promoters and the Company have performed and
fully complied and satisfied all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by them on or before the
Closing Date including without limitation the conditions precedent mentioned in this
Agreement which are required to be complied with by the Promoters and the Company; (c)
certifying the shareholding pattern of the Company and its Subsidiaries; (d) there are no
outstanding warrants, options, convertible instruments, share application money, etc in the
Company and/or its Subsidiaries granting rights to any Person to any Shares of the Company
and/or its Subsidiaries; (e) all approvals, regulatory permissions, consents and waivers
required by the Company, the Subsidiaries and the Promoters necessary for consummation of
the transactions contemplated by this Agreement, including, but not limited to, (i) all permits,
authorizations, approvals, consents or permits of any governmental authority or regulatory
body, and (ii) to the extent applicable, the waiver by the existing Shareholders of the
Company of any anti-dilution rights, rights of first refusal, pre-emptive rights and all similar
rights in connection with the issuance of Investor Preference Shares to the Investor in
accordance with this Agreement, have been obtained; (f) all key regulatory permissions,
approvals, consents, etc required by the Company and its Subsidiaries in respect of their
business have been obtained and validated; (g) confirming that the Promoters and other
Shareholders of the Company shall not veto or in any other way object to or obstruct the issue
and allotment of Investor Preference Shares by the Company to the Investor or the further
transfer of the aforesaid Shares by the Investor post Investor Subscription Amount; (h) stating
that there has not occurred any Material Adverse Effect in the business, affairs, prospects,
operations, properties, assets or condition of the Company and the Subsidiaries, since
_______; and (ih) specifying the Net Cash Balance of the Company and Subsidiaries, as of
______, 2009.
(q) Certification from statutory auditor of the Company and its Subsidiaries, in an
Agreed Form, inter alia that (a) its accounts are maintained in accordance with Indian
Generally Accepted Accounting Principles (“Indian GAAP”); (b) that the Company and the
Subsidiaries are not subject to any present or potential liabilities, defaults, claims or
proceedings which, if adversely decided or concluded, would materially affect the Company
and/or the Subsidiaries or their properties, assets or business or impair their ability to comply
with its obligations under this Agreement; (c) describing the shareholding pattern of the
Company and its Subsidiaries as of date; (d) stating that there has not occurred any Material
Adverse Effect in the business, affairs, prospects, operations, properties, assets or condition of
the Company and its Subsidiaries, since ______, 200__; (e) stating that all outstanding
convertible instruments, share application money, if any, have been converted into Equity
Shares of the Company and its Subsidiaries along with details thereof; (f) certifying that the
issue and allotment of the Investor Preference Shares to the Investor in accordance with this
Agreement is in accordance with the provisions of the Articles; and (g) specifying the Net
Cash Balance of the Company and its Subsidiaries as of ________, 2009.
(r) The Company to obtain a Chartered Accountant certificate indicating the Fair
Value of its equity shares.
(s) The Promoters to transfer at par their entire stake held in Asian Sun Cargo LLC,
Dubai to the Company or any of its subsidiary as per opinion of legal experts or solicitors.
(t) Filing of Form 17 for the satisfaction of the charge created against the assets of
the Company for the loan availed from the erstwhile Centurion Bank.
(u) Filing of Form 17 for the satisfaction of the charge created against the assets of
the Company for the loan availed from the Catholic Syrian Bank.
(v) Maintaining the register of contracts in accordance with the provisions of the Act.
(w) Obtaining a no objection certificate from the State Bank of India in respect of the
Subscription.
(x) close all non-operative bank accounts
(y) Make an application for registration of the Company offices at Delhi; Mumbai;
Hyderabad; Kolkata; Chennai; Gandhidham; Bangalore and Coimbatore under the Shops and
Establishment regulations for the respective offices.
(z) Obtaining registration of the Company as a motor transport undertaking under the
Motor Transport Workers Act, 1961.
(aa) Registration of the following documents under the Registration Act, 1908:
(i) lease deed executed between Mrs. Sugantham Prabhakar represented

by Mr. S. Raman and the Company for the property at Tuticorin;
(ii) lease deed executed between the Company and Mr. Rahul Bayawala
for the property at Cochin.
(bb) Execution of leave and license agreement with the Promoters for a minimum
period of three (3) years for the registered office of the Company.
(cc) Execution of leave and license agreement for the office premises situated at
Chennai; Bangalore; Coimbatore; Tirpur; Hyderabad; Jaipur.
(dd) Execution of employment agreement with the key managerial personnels of the
Company.
(ee) make necessary applications for the registration of its trademarks under the
Trademarks Act, 1999 with the Registrar of Trademarks.
(ff) Appointment of the sole selling agents namely; (i) Collyer Shipping Private
Limited for Singapore; (ii) Fortune Caravel Shipping (M) Sdn Bhd for Port Klang; (iii) Sea
Trade Services Private Limited for Srilanka; and (iv) M/s B.S Cargo Agency for Bangladesh
at a board meeting and to get the same authorized by the shareholders at the ensuing general
meeting in terms of Section 294 of the Act.
(gg) The insurance policy bearing no. 712404/48/08/52/0000005 currently in the name
of Mr. Saju Chacko and Mr. C. Jaikrishnan in respect of Buildings, furniture, safes, office
machinery, fixtures and fittings, unused office stationery, painted glass, baggage and public
liability to be transferred to the Company or a fresh policy to be taken in the name of the
Company.
4.2. The Promoters and the Company shall take all steps to promptly fulfill the Conditions
Precedent by the Closing Date and upon the fulfilment of the Conditions Precedent;
they shall provide written confirmation of the same (“CP Confirmation”) to the
Investor in the form attached as Schedule 14. The Company and the Promoters shall
provide the CP Confirmation certificate to the Investor upon the fulfilment (or waiver
by the Investor, as case may be) of all the Conditions Precedent and approving the
allotment of Investor Preference Shares to the Investor.
4.3. If any of the aforementioned conditions are not fulfilled or satisfied before [•] (the
“Longstop Date”), this Agreement shall be voidable solely at the option of any of the
the Investorparties. In the event that this Agreement is terminated under Article 4
hereof, the Promoters and the Company shall be fully liable in terms of Article 14 of
this Agreement for any and all Losses incurred or suffered by the Investor as a result
of such breach.
4.4. Conditions Subsequent to Closing
The Company shall, and the Promoters shall cause the Company to do the following:
(a) Within six (6) months of the Closing Date the Company shall, and the Promoters
shall cause the Company to:
(i) enter into agreements with its subsidiaries detailing among others,
revenue booking, allocation of expenses, assigning agency relations etc.
so as to comply with the Transfer Pricing regulations, as per
recommendations / advice of the Big Four.
(ii) put in place a well documented legal arrangement between various

business entities to the satisfaction of the Investor.
(iii) strengthen its top & middle management set up by recruiting

professionals with relevant experience in logistics / operations, finance
and technology in consultation with the Investor.
(iv) strengthen its internal controls and put in place a strong management
information system covering its and subsidiaries operations.
(v) put in place a proper balance confirmation procedure and circulate

balance confirmations with top debtors and vendors at regular interval.
(vi) finalise a suitable ESOP policy for the benefit of the employees of
the company in consultation with the Investor.
(vii) obtain keyman insurance cover for its Directors.
5. BUSINESS
5.1. Business
(a) The business of the Company (the “Business”) shall be providing container-
centric logistics services such as acting as non-vessel operating container carrier and multi-
modal transport operator, freight forwarding, custom house agency and inland transportation.
(i) The Company shall, and each of the Shareholders shall

exercise all rights and powers available to each of them to procure that the
Company shall, carry on the Business in accordance with all the Applicable
Laws and regulations and the then applicable Annual Business Plan.
(b) Promoter Covenants
(b) The Promoters undertake to the Investor, to devote their whole time and attention
during business hours to the Business of the Company and the duties of their employment
with the Company and not to be involved in the business of any other body corporate,
whether incorporated or otherwise, except with the prior consent of the Investor.
(i) As the Promoters, in the course of their employment and / or

their directorship, is likely from time to time to obtain knowledge of trade
secrets and other Confidential Information of the Company and to have
dealings with the customers and suppliers of the Company and in order to
protect such trade secrets and other Confidential Information and the goodwill
of the Company, the Promoters undertake to the Investor in the manner set out
in Clause 5.3 below.
(c) Non-Compete and Non-Solicitation
(a) Non-Compete
As long as the Investor holds any Investor Shares of the Company, neither the
Promoters nor any of their Affiliates shall, except on behalf of and for the
Business of the Company, directly, or indirectly when caused by any act
whatsoever of the Promoters, (including without limitation through a Relative
or any Person allied by kindred or marriage or otherwise, whether in their own
capacity or in conjunction with or on behalf of any Person, as an employee of,
or adviser or shareholder or consultant of any other Person, firm or company or
through their Affiliates) engage in any of the following:
(i) work for or associate in any way (including but not limited to as
proprietor, shareholder, partner or director) with, or conduct business as a
Competitor;
(ii) carry on any business which is similar to or directly or indirectly

competes with any business which is carried on by the Company; or
(iii) engage, set up, promote, finance or invest in a business, venture or
company which deals with or offers the same or similar products and/or
services as the Business;
(iii) enter into any agreement or arrangement with any Person relating to
a business similar to or identical with the Business, or participate in the
management, operation, or control of, or be financially interested, or
become a director, officer, partner, executive or whole-time consultant of
or to any Business competing with the business of the Company; or;
(iv) be employed or engaged by, enter into partnership with, employ,

engage, attempt to employ or engage, or negotiate or arrange the
employment or engagement by any other Person, of any Person who was
at some point of time in the past, part of the management team or an
employee employed in a skilled or managerial capacity in the Company;
(v) provide any know-how or technical assistance to any Person in

relation to the Business and any business similar or identical thereto;
(vi) divulge or disclose to any Person any information (other than

information available to the public or disclosed or divulged pursuant to
an order of a court of competent jurisdiction) relating to the Business, the
identity of its customers, vendors, its products, finance, contractual
arrangements, business or methods;
(vii) develop or aid in the development, of any software/hardware or any

form of data being capable of being classified as intellectual property in
relation to the Business; and
(viii) engage in or agree to engage in any other act or thing analogous to

the foregoing that would prejudice the interests of the Investor or the
Company.
The obligations of the Promoters and / or any of their Affiliates under Article 5.3(a)
cease to apply after a period of 3 (three) years from the later of the date on which the
Promoters cease to (i) have the right to appoint or nominate any directors to the
Company Board under the terms of this Agreement or (ii) hold more than 5 (five) %
interest, directly or indirectly, in the Post Diluted Capital of the Company or (iii) be
employees or directors of the Company.
(b) Non-Solicitation
As long as the Investor holds any Investor Shares, neither the Promoters nor
any of their Affiliates shall, save on behalf of the Company and for the
Business of the Company, directly, or indirectly when caused by any act
whatsoever of the Promoters (including but not limited to through a Relative
any Person allied by kindred or marriage or otherwise, whether in their own
capacity or in conjunction with or on behalf of any Person, as an employee of,
or adviser or shareholder or consultant of any other Person, firm or company or
through their Affiliates) engage in any of the following:
(i) interfere with, tender for, canvass, solicit, entice away or attempt to
solicit or entice away, hire or procure, (or make any attempts to do or
influence, encourage or assist in doing any of the foregoing acts) from
the Company, any existing, former or potential customer, client, vendor,
lessor, representative, agent, customers, vendors, franchisees, contractor,
consultant, business associates or employee of the Company, whether or
not such employee would commit a breach of contract by reason of
leaving such employment;
For the purpose of this sub-clause (i) the term “potential client” or
“potential customer” shall mean any client or customer with whom the
Company or the Promoters have engaged in negotiations or discussions
in respect of or in connection with soliciting Business;
Nothing contained in sub-clause (i) shall prevent the Promoters from

availing the services of professional advisors (including by way of
illustration legal advisors, chartered accountants, tax or financial advisors
or such other professional advisors or consultants) not being employees
of the Company or being in any way directly associated with the
Business of the Company.
(ii) induce or procure (or make any attempts to do or influence,

encourage or assist in doing any of the foregoing acts) any Person who
was a director, employee, advisor or consultant, contractor, supplier,
dealer or vendor, of the Company to leave the service of, or cease to
provide service to, the Company;
(iii) accept into employment or otherwise engage or use the services of

any Person who is or was at any time an employee or consultant of, or
under a contract of service to, the Company;
(iv) approach, solicit or deal with, in competition with the Company, any
Person who at any time was a customer, client, distributor, agent or
supplier, or the business or patronage of any Person who was, to
his/her/its knowledge, a customer, client or supplier of the Company, or
with whom the Promoters had personal contact on behalf of the
Company.
(c) The obligations of the Promoters and/or any of their Affiliates under Article
6.3(c) cease to apply after a period of 3 (three) years from the later of the date on which the
Promoters cease to (i) have the right to appoint or nominate any directors to the Company
Board under the terms of this Agreement or (ii) hold more than 5 (five) % interest, directly or
indirectly, in the Post Diluted share capital of the Company or (iii) be employees or directors
of the Company. .Nothing contained herein shall prejudice the rights or remedies of the
Investor for any breach by the Promoters or their Affiliates of their obligations under Article
5.3(c) prior to the date on which such obligations cease to apply under this Article 5.3(d).
(d) Each covenant contained in each clause or paragraph above shall be, and is, a
separate covenant by the Promoter and shall be enforceable separately against the Promoter
and independently of each of the other covenants and its validity shall not be affected if any
of the others is invalid. If any of the covenants is void but would be valid if some part of the
covenant were deleted the covenant in question shall apply with such modification as may be
necessary to make it valid.
(e) The Promoters acknowledge that the Company and the Investor would be
irreparably damaged and would not have an adequate remedy at law for monetary damages in
the event that any of the covenants of the Promoters in this Article 5.3 are breached or not
performed in accordance with its terms. The Promoters therefore agree that the Company and
the Investor will be entitled to an injunction or injunctions to prevent breaches of such
performance and to specific enforcement of such covenants in addition to any other remedy to
which it may be entitled, at law or in equity.
(f) The Parties hereto expressly acknowledge and agree that in the context of the
Company’s Business and the Promoter’ relationship with the Company as promoter,
substantial Shareholder and Director or employee of the Company, the Promoters ownership
interest in the Company is a substantial ownership interest, and that the Investor would not
proceed with the Subscription contemplated herein but for the Promoter’ covenants hereunder
to ensure the protection of the value of the Company.
(g) The Promoters acknowledge that the restrictions on competitive activity set forth
in this Agreement are mainly to secure to the Investor the benefits of this Agreement and to
protect the value of the Company after the Subscription by the Investor to the Investor
Preference Shares as mentioned herein, including the goodwill of the Company’s Business
and the potential for expansion of that Business.
(h) The Promoters acknowledge the breadth of the geographic scope of this
Agreement, but deems the investment by the Investor under the terms of this Agreement to be
adequate consideration for the right to engage in a competitive business that they are
foregoing under this Agreement; and the Promoters admit and acknowledge that they have
various other technical expertise and skill sets which, if deployed by them after they cease to
be an employee of the Company, would result in them eroding the goodwill and value of the
Company and competing against the Company.
(i) The Promoters, having obtained professional advice, acknowledge and agree that
the covenants contained in this Clause are no more extensive than is reasonable to protect the
Investor as subscriber of the Investor Preference Shares and to protect the Business of the
Company.
(d) Other Covenants
(j) Each of the Promoters covenants that it shall not, and shall procure that any
Affiliate of it shall not (either personally or through an agent), use or disclose or divulge to
any third party any information of a secret or confidential nature relating to the Business or
affairs of the Company (except as required by law or regulation, or to the extent that such
information is in the public domain other than through a breach of this Clause 5.4) provided
that the Investor shall be permitted to disclose such information to the Investor’s Affiliates.
(k) The Company covenants and undertakes with the Shareholders that it shall
comply with the undertakings set out in Schedule 15.
6. TRANSFER PROVISIONS
6.1. Transfer restrictions - General
(a) No Shareholder shall, directly or indirectly:
(i) transfer its Shares, or otherwise sell, create or permit to subsist any
Encumbrance over or otherwise dispose of all or part of its interest in its
Shares; or
(ii) enter into any agreement in respect of any votes attaching to its
Shares,
(any of such events a Dilution) except in accordance with the Articles and the
provisions of this Agreement. Any direct or indirect transfer or sale of Shares
or the granting of any Encumbrance over Shares in breach of this Agreement
shall be null and void ab initio subject to the Applicable Laws.
(b) It shall be a condition of any transfer of Shares by any Shareholder that the
transferee enters into a Deed of Accession.
(c) Notwithstanding any other provision of this Agreement (including the provisions
of this Clause 6.1) to the contrary but subject to the provisions of the Act, the Investor Shares
shall be free from any lien and lock in and the Investor shall be entitled to undertake any
Dilution of the Investor Shares including transfer to any of its Affiliates or to any third party.
6.2. Non-disposal undertaking from the Promoters
Each of the Promoters agrees that, for so long as the Investor and/or any Affiliate of
the Investor holds Investor Shares in the Company, there shall be no Dilution by any
of the Promoters; except for in the case of the Promoter any Dilution by way of the
creation of any Encumbrance over all or part of the Promoter or the Existing
Shareholder’s interest in his / her Shares, only for the purpose of raising capital for
the Company, subject to and with the prior written approval of the Investor.
6.3. Right of First Refusal
(a) In the event the Promoters or any of them desires to sell any of the Shares held by
him/her/it (“Seller”), the Seller shall send a written notice (“Offer Notice”) to the Investor, as
the case may be, indicating the total number of Shares that are proposed to be sold (“Offer
Shares”), the name, identity and beneficial ownership of the proposed third party purchaser
of such Shares (“Purchaser”), the price per Share at which such Offer Shares are proposed to
be sold to the Purchaser, subject to the pricing guidelines prescribed by the RBI from time to
time (“Offer Price”) and the terms and conditions of the proposed sale with the Purchaser.
The Seller shall provide the Investor with all necessary documentation evidencing the
proposed sale to the Purchaser.
(b) The Investor shall be entitled to purchase at the Offer Price, all but not any part of
the Offer Shares, or the Investor shall be entitled to exercise its co-sale rights provided in
Article 6.4 below, upon written notice provided to the Investor, respectively, within a period
of 45 (Forty Five) days from the date of receipt of the Offer Notice (“Offer Period”).
(c) If such offer is not accepted by the Investor, as the case may be, in writing within
the aforesaid Offer Period, the Seller shall, subject to Article 6.4 below be entitled to sell the
Offer Shares to the Purchaser; provided that the sale price shall not be lower than the Offer
Price and the terms and conditions of the sale shall be no more favourable than those in the
Offer Notice.
(d) Any sale of Offer Shares to the Investor or the Purchaser, as the case may be,
shall be completed within a period of 60 (Sixty) days after the expiry of the Offer Period. The
Promoters and the Company will co-operate and act in good faith to obtain all consents and
approvals that may be required for transfer of the Offer Shares, including consents from the
lenders, if required. In the event of a failure to so consummate the sale within the stipulated
60 (Sixty) days period, the sale shall again be subject to the provisions of this Article 6.3.
6.4. Tag Along Rights
(a) In the event the Investor does not exercise its right of first refusal as provided in
Article 6.3 above, the Investor shall be entitled to co-sale its Investor Shares or Equity Shares
as converted with the Shares of the Seller in the manner set out hereinbelow.
(b) If the Investor does not wish to exercise its right of first refusal under Article 6.3
above, it shall have a right to co-sell all its Investor Equity Shares, (“Co-Sale Shares”) by a
notice in writing to the Seller during the Offer Period (“Co-Sale Notice”) to require the Seller
to ensure that the third party proposing to purchase the Offer Shares (the “Purchaser”) shall
also purchase the Co-Sale Shares from the Investor at the Offer Price and on the same terms
and conditions as in respect of the Offer Shares being bought from the Seller as the case may
be.
(c) In the event the Purchaser is willing to purchase all the Offer Shares and the Co-
Sale Shares, the sale shall be completed in the manner set out in Clause (g) below.
(d) In the event the Purchaser is not willing to purchase any of the Co-Sale Shares,
the Parties agree that the Seller shall not be able to sell its shares to such Purchaser and any
such sale shall again be subject to the provisions of Article 6.
(e) In the event the Investor does not exercise the co-sale right within the Offer
Period or any extended Offer Period as requested by the Investor (which has a reasonable
basis), the Seller shall be free to sell the Offer Shares to the Purchaser, provided that the sale
price shall not be lower than the Offer Price and the terms and conditions of the sale shall be
no more favourable than those in the Offer Notice.
(f) The sale of the Shares to the Purchaser shall be completed within a period of 60
(Sixty) days from the expiry of the Offer Period. In case the non-selling shareholder is a
Promoter, such Promoter and Investor shall co-operate in good faith to obtain all consents and
approvals that may be required for transfer of the Co-Sale Shares, including consents from the
lenders, if required. In the event of a failure to so consummate the sale within the stipulated
60 (Sixty) days period, the sale shall again be subject to the provisions of Article 6.
(g) This Article shall not apply in the event the Purchaser is an Affiliate of the Seller.
6.5. Pre-emptive Rights
(a) With the prior written approval of the Investor, and subject to what is provided
elsewhere in this Agreement, the Company may raise funds by way of issue of Equity Shares
or Convertible Instruments, from other investors or issue Shares to any other person
(hereinafter together referred to as “the New Investor/s”).
(b) The Promoters and the Company undertake that in case of any issue of Equity
Shares or Convertible Instruments to New Investor/s, the Investor shall have an independent
right to subscribe to additional Equity Shares or Convertible Instruments, at their own
discretion, at the same price at which the New Investor/s has/ve agreed to invest, so as to the
Investor to maintain its stake in the Company.
(c) In case the Company issues Shares or Convertible Instruments to the New
Investor/s at a price lower than the price at which the Investor Equity Shares are agreed to be
issued in this Agreement (“Lower Valuation”), then the Promoters and the Company shall
ensure that the Investor is issued additional Shares to the extent of the difference between the
Shares that would have been issued for the Investor Subscription Amount at the Lower
Valuation and the Investor Equity Shares, without any additional cash inflows or any other
consideration from the Investor, subject to Applicable Law.
7.INVESTOR’S EXIT MECHANISM
7.1. Qualified Initial Public Offering
(a) Process for QIPO
(i) Each of the Promoter and the Company undertakes to the Investor
that:
A. the Company will complete an QIPO on or prior to 36 (thirty
six) months from the Closing Date and extended at the discretion of
the Investor, subject to a maximum of 60(sixty) months from the
Closing Date; and
B. it will do all acts, deeds and things to ensure a successful

QIPO.
For the purpose of sub clause B, successful QIPO shall mean a QIPO
where the Shares are offered to public at such price so as to give the
Investor an IRR of at least 25% on the Investor Subscription Amount
computed based on lower price band of QIPO.
(ii) Subject to Clause 7.1(a)(iv) and Clause 11, the terms, timing and
pricing for the QIPO shall be subject to the approval of the Company
Board.
(iv) The QIPO will be based on the advice of a reputable and

internationally renowned investment bank and shall be structured so as to
maximise value to the Shareholders.
(v) The Company has the right, with the prior written approval of the
Promoters and the Investor, at the cost of the Company, to engage a
reputable and internationally renowned investment bank (the “QIPO
Investment Bank”) to advise on the QIPO prospects of the Company. The
Promoters agree with the Investor that, if the QIPO Investment Bank
advises that the timing and structure for any proposed QIPO are
favourable, the Promoters shall if so directed by the Investor in writing
procure that the Company shall implement the proposed QIPO in
accordance with the recommendations of the QIPO Investment Bank. In
particular, but without limitation, the Promoters and the Company agree
to provide all necessary information and access to records and materials
of the Company to the QIPO Investment Bank and to permit the QIPO
Investment Bank to carry out all necessary tasks to enable it to agree on
an appropriate underwriting price.
(b) Method of QIPO
The Promoters and the Investor agree as follows with respect to the QIPO:
(i) For the purpose of an QIPO, to the extent permissible in law the
equity shares of the Investor shall not be considered as promoter shares
and shall not be subjected to a lock-in or other restriction on transfer as
applicable to promoter’s contribution under the guidelines of the
Securities Exchange Board of India or any other statutory or regulatory
authority as applicable from time to time.
(ii) The Company and the Promoters agree and acknowledge that the
Company is required to offer a minimum number of Shares as part of the
QIPO, as required under Applicable Law, existing from time to time, and
in order to comply with such requirements, the Company shall be
empowered to make its QIPO in any manner or a combination thereof,
including (i) issuance of new Shares; (ii) issuance of fresh Shares and the
divestiture of all or a part of the shareholdings of the Promoter; or (iii)
solely through the divestment of all or a part of the shareholdings of the
Promoter. Without prejudice to the provisions of Clause 7.1(b)(i) above,
the Investor shall be entitled (without being obliged) to offer all or some
of its Shares in any public offering of the Company on the same terms as
the primary Shares offered to the public by the Company. The Investor
shall consider the recommendations of the QIPO Investment Bank in this
regard.
(iii) Unless prohibited by the Applicable Law, the Company shall bear all
costs of such QIPO of its Shares and of any disinvestments of its Shares
by public offer for sale by the Investor, including without limitation all
registration, filing and qualification fees and printers, legal and
accounting fees and disbursements. The Company undertakes that it shall
take all such actions as may be possible to enable it to bear such expenses
in accordance with the Applicable Law.
(iv) If an QIPO is to be made and if the minimum paid-up share capital

required at the relevant time for the purpose of listing the Company’s
Shares is more than the paid up share capital of the Company (inclusive
of any additional Shares to be issued through the QIPO), then the
Company shall, subject to the Investor’s consent, and unless prohibited
by the Applicable Law, issue such bonus shares as are required to meet
such listing preconditions.
(v) The Promoters, and the Company and the Investor will take all such
steps, and extend all such co-operation to each other and to the QIPO
Investment Bank, underwriters and others as may be required for the
purpose of expeditiously making and completing the said QIPO.
Without prejudice to the Investor’s rights in this Agreement, the Investor shall
be consulted on all matters relating to the QIPO, including the timing of, mode
of, market conditions, of the QIPO.
7.2. Offer for Sale
(a) In the event the Company fails to come out with an QIPO in terms of Clause 7.1
by March 31, 2012 (or it appears that the QIPO is not likely to be concluded on or before
September 30, 2013), then from the period beginning from October 01, 2013, the Investor
shall be entitled to, and the Company and Promoters hereby undertake to, at the option of the
Investor, offer the Shares held by the Investor to the public ("Offer for Sale") and have such
Shares listed on the Stock Exchanges, as per the then prevailing Laws.
(b) For the purpose of the said Offer for Sale, the Company shall appoint the Investor
as its constituted attorney for and on behalf of the Company to do all such acts, deeds, matters
and things as maybe required to be done including signing of the Offer Document and other
documents required to be submitted to any Governmental Authority or otherwise. The
Company and the Promoters shall further cooperate with the Investor and provide the Investor
with access to such documents and information and/or provide copies of documents, as
maybe required by the Investor.
(c) The Company shall and the Promoters, jointly and severally, undertake to ensure
that the Company does, pay all sums that may become payable (including all the fees and
commissions that may become payable) directly to such persons to whom the same are
payable towards the Offer for Sale. Without prejudice to the aforesaid, the Investor shall be at
liberty to but not be obligated to pay the sums (including the fees and commissions) as may
become payable towards the Offer for Sale and the Company shall and the Promoters, jointly
and severally, undertake to ensure that the Company does reimburse to the Investor all such
sums expended by the Investor in terms of this Clause at the earliest but in no event later than
seven (7) days from the date of payment made by the Investor.
(d) Each of the Promoters, jointly and severally, undertake to the Investor to, for the
purpose of the Offer for Sale, alongwith all the Shares held by the Investor offered in the
Offer Sale, offer to the public such number of Shares held by them as are required to be
offered under Law, so as to achieve the minimum number of Shares required to be off loaded
for the purpose of listing of the Share Capital of the Company on the Stock Exchanges.[TO
DISCUSS]
7.3. Sale to Proposed Investor
(a) In the event the Promoters and the Company fail to come out with QIPO and the
Offer for Sale in terms of Clause 7.1 and 7.2 (or it appears that the QIPO is not likely to be
concluded on or before September 30, 2012), the Promoters shall, at the option of the
Investor, anytime beginning from April 01, 2013 arrange one or more third-party investor(s)
("Proposed Investor") to purchase the Shares held by the Investor at the Fair Value of shares
of the company to be determined by at least two independent firm of investment
bankers/category 1 merchant bankers, mutually agreeable to the Investor and in case of
dispute an average of the two could be used for determining the Fair Value.
(b) The Investor may, but not being bound to do so, accept any lower price as may be
offered by the Proposed Investor. In any event, the Investor shall be entitled to decline to sell
its Shares to the Proposed Investor, without assigning any reason thereof.
(c) Without prejudice to the right of the Investor to have the Promoters arrange for
the Proposed Investor in terms of Clause 7.3, the Investor shall be entitled to arrange for one
or more third-party investor(s) ("Proposed Investor") to invest in the Company by purchasing
the Shares held by the Investor.
(d) The Company and the Promoters, jointly and severally, undertake to do all such
acts, deeds, matters and things as may be required for sale of the Shares held by the Investor
to the Proposed Investor including participating in the discussions held. The Company and the
Promoters further jointly and severally undertake to cooperate with the Investor in providing
to the Investor and/or the Proposed Investor with access to such documents and information
and/or provide copies of documents, as maybe required by the Investor and/or the Proposed
Investor.
7.4. Put Option
(a) In the event the Investor is unable to transfer the Shares held by it through any
one or more of the exit options as contained in Clauses 7.1 to 7.3 at the expiry of March 31,
2014 or 60 (sixty) months from the Closing Date, whichever is earlier, for any reason
whatsoever, then at the option of the Investor, the Investor shall have a put option (as
discussed below) and the Promoters and (to the extent permissible under Law) the Company
shall acquire from the Investor such Shares as stated in the Put Option Notice (defined
hereunder) in terms of this Clause 7.4(a).
(b) The Promoters and the Company hereby irrevocably grant to the Investor a put
option ("Put Option") whereby the Investor may, at any time after the expiry of March 31,
2014 or 60 (sixty) months from the Closing Date, whichever is earlier, require the Promoters
or the Company to purchase from the Investor, free from all Encumbrances (on the relevant
date of exercise by the Investor of the Put Option), some or all of the Shares held by the
Investor at an amount equal to the Fair Value or at a price which gives the Investor an IRR of
25% on the Investor Subscription Amount (inclusive of dividends paid, if any), whichever is
higher (“Put Option Price”).
(c) To exercise the Put Option, the Investor shall serve upon the Promoters and/or the
Company as the case may be, a notice in writing ("Put Option Notice") specifying therein the
Shares required to be acquired by the Promoters and/or the Company ("Put Option Shares")
and the Promoters and/or the Company shall, within three (3) months from the date of receipt
of the Put Option Notice acquire from the Investor, free from all Encumbrance, the Put
Option Shares at the Put Option Price.
(d) In the event the Investor requires the Promoters to acquire the Put Option Shares,
the Investor may serve the Put Option Notice on any one of the Promoters and the Promoters
may inter se decide on the number of Shares to be acquired by each Promoter but such that
the Promoters collectively must acquire all of the Put Option Shares from the Investor and not
just part thereof. It is further clarified that the Investor shall be at liberty to require either or
both the Promoters and the Company (to the extent permissible) to acquire the Put Option
Shares.
7.5. Drag Along Rights
(a) In the event the Investor is unable to transfer its shares through any one or more
of the exit options as contained in Clauses 7.1 to 7.4, for any reason, whatsoever or it is
known earlier that exit through such options would not be possible, at any time after March
31, 2014, the Investor shall be entitled to find one or more third party investors, (Proposed
Third Party Investor(s)), to whom it could transfer its shares. If the Proposed Third Party
Investor(s) calls upon the Promoters to sell to him, in addition to the Shares of the Investor
proposed to be purchased by the Proposed Third Party Investor(s), the Promoters shall sell to
the Proposed Investor alongwith the Investor, such number of Shares as shall be required by
the Proposed Third Party Investor(s) on the same terms and conditions and for the same price
as applicable to the sale of the Shares held by the Investor. The Promoters shall mutually
agree amongst themselves upon the number of Shares to be sold by each of them to the
Proposed Investor so as to constitute such total number of Shares as are required to be sold by
the Promoters to the Proposed Third Party Investor (s).
(b) In the event any of the Shares required to be sold by the Promoters to the
Proposed Third Party Investor(s) suffer from any Encumbrance, then unless agreed upon
otherwise by the Proposed Third Party Investor(s), the concerned Promoter shall take all steps
to ensure that the Shares required to be sold by him to the Proposed Third Party Investor(s)
are sold to him free of Encumbrance.
(c) The Company and the Promoters jointly and severally undertake to pay to the
Investor such sums as maybe reasonably required by the Investor for sale of Shares to the
Proposed Third Party Investor(s).
(d) The Company and the Promoters, jointly and severally, undertake to do all such
acts, deeds, matters and things as may be required for sale of the Shares held by the Investor
to the Proposed Investor including participating in the discussions held. The Company and the
Promoters further jointly and severally undertake to cooperate with the Investor in providing
to the Investor and/or the Proposed Investor with access to such documents and information
and/or provide copies of documents, as maybe required by the Investor and/or the Proposed
Investor.
7.6. Buyback by the Company
(a) The Company hereby grants to the Investor the right (exercisable at Investor’s
own option) to require the Company to buy-back any of the Investor Shares held by the
Investor (“Investor Buyback Option”).
(b) The Investor Buyback Option may be exercisable by the Investor at any time
during the life of this Agreement on the occurrence of an Event of Default.
(c) The Investor Buyback Option shall be exercisable by the Investor by giving a
written notice (“Buyback Notice”) to the Company within 7 days of the occurrence of any of
the events specified in Article 18.1, specifying that it is willing to offer the Investor Shares to
the Company for buyback. The buyback price for the said Investor Shares shall be the Fair
Value.
(d) Subject to Applicable Law, within 30 days from the receipt of the Buyback
Notice by the Company, the Company shall in pursuance of the exercise of the Investor
Buyback Option pay the purchase price to the Investor against delivery of a duly executed
transfer made in favour of the Promoters in respect of the Investor Shares together with the
relevant share certificates.
7.7. Free Transferability of Investors Securities
(a) Subject to Applicable Law, the Investor shall always be entitled to freely Transfer
its Investor Shares to any Person.
(b) In the event the Investor desires to transfer its shares to any Person within 48
(forty eight) months from the Closing Date, the Promoters will have the first right of refusal
and after 48 (forty eight) months from the Closing Date, if none of the exit options are
available to the Investor, the Investor would be entitled to freely Transfer its Investor Shares
to any Person including a Competitor and Strategic Investor and shall be entitled to exercise
its Drag Along Rights in terms of Clause 7.5 without granting the first right of refusal to the
Promoters. The Company shall take such steps as may be deemed necessary by the Investor to
facilitate a Transfer of its Investor Shares by the Investor, including without limitation, access
to necessary information and relevant records. In the event of an overseas offering of Shares,
the Company shall comply with applicable laws and regulations relating to such offering and
undertake all actions required to enable the Investor to obtain standard registration rights
available to private equity investors, allowing it to offer its Shares for sale as part of such
offering.
8.CONFIDENTIAL INFORMATION
8.1. Subject to Applicable Law, the Investor, the Promoters and the Company warrant that
they shall, at all times keep confidential, (and shall use best endeavours to procure
that its respective employees and agents keep confidential) any Confidential
Information which is in their possession or which they may acquire in relation to the
other parties or their Affiliates and shall not use or disclose such information except
with the consent of such other party or except as required by Applicable Law.
8.2. The obligations of the Investor, Promoters and the Company in this Article 8 shall
continue without limit in point of time, but shall cease to apply to any information
coming into the public domain other than by breach by the Investor, Promoters or the
Company of their obligations therein contained.
8.3. Except as provided in Article 16.1, the Investor, the Company and the Promoters
shall not without the prior written consent of the other parties, other than as required
under Applicable Law or any stock exchange, issue any press release or make any
formal public announcement in connection with such party’s investment in the
Company.
9.BOARD REPRESENTATION
9.1. Functions of the Company Board
The Company Board shall be responsible for all significant policy and management
decisions of the Company and/or the Business and any Fundamental Issues shall be
referred to the Company Board before implementation and execution, and the
Company Board shall be directly responsible for such policy and management
decisions.
9.2. Constitution of Board of Directors
(a) The Board of Directors of the Company shall be reconstituted to comprise six (6)
Directors.
(b) The Promoters shall be entitled to nominate two (2) directors on the Board of
Directors of the Company. Out of the said two (2) directors, one (1) director shall be the
Managing Director (“MD”) who shall be one of the Promoters.
(c) The Investor shall be entitled to appoint the number of Directors pro rata to its
shareholding in the Company on an as-converted basis, subject to a minimum of 1 (one)
Director.
(d) The remaining members of the Board of Directors of the Company shall be
Independent Directors to be mutually agreed upon in writing by the Promoters and the
Investor.
For the purpose of this Article “Independent Directors” shall mean the directors
which are not Affiliates or employees of the Promoters or the Company, and
who do not have any pecuniary relationship or interest in the Promoters or their
Affiliates.
9.3. Appointment / Removable of Directors
The following provisions shall apply for so long as this Agreement is in force in
accordance with its terms:
(a) on and from the Closing Date, the Investor shall be entitled to appoint such
number of Directors (the “Investor Directors”) as is proportionate to the Investor's aggregate
equity shareholding percentage, on an as-converted basis, subject to a minimum of one (1)
Investor Director;
(b) the Investor may, by giving a written notice to the Company, remove any
Director appointed by it on the Company Board and appoint another individual as a Director
in his/her place. In the event of resignation, retirement or vacation of office of any Director,
the Party that had appointed such Director shall be entitled to, by giving a written notice to
the Company, appoint another Director in such place and the other Parties shall exercise their
rights to ensure the appointment of the individual nominated as aforesaid. The Party removing
a Director appointed by it shall indemnify and keep indemnified the other Parties and the
Company against any liability, loss, claim etc. incurred or arising due to the removal of such
Director from office;
(c) each Director shall be entitled to nominate, by written notice to the Company
Secretary/Company Board, a person who will be appointed by the Company Board to act as
that Director’s alternate at any meeting of the Company Board that such Director will not
attend in person and the Company Board shall appoint such person as the relevant Director’s
alternate. The Company Board shall, on written notice from a Director to the Company
Secretary/Company Board, terminate the appointment of that Director’s alternate and
nominate a replacement and re-appoint an alternate in the event that the alternate appointment
lapses under the provisions of the Applicable Laws;
(d) when permitted by the Applicable Laws if any Director requests, he may
participate in any meeting of the Company Board by means of a telephone or video
conference, whether or not the alternate nominated by that Director is physically attending
that meeting;
(e) each of the Shareholders and the Company shall exercise all rights and powers
available to it, including the exercise of votes at Company Board meetings and general
meetings of the Company, to procure that effect is given to any nominations made by the
Investor under this Clause 9.3;
(f) if retirement by rotation is applicable and subject to the provisions of the Act, the
Directors nominated by the Investor shall not be required to retire by rotation and all other
Directors shall constitute the number of Directors required to retire by rotation; and
(g) any change and/ or appointment of independent Directors will be subject to the
approval of the Investor.
(h) The Investor and the Promoters shall have the right to replace and/or remove their
respective nominees at any time and from time to time and to fill vacancies that may be
created otherwise in respect of these nominees.
9.4. Nature of appointment of Investor Director
The Investor Director(s) shall be non-executive director(s), shall not be responsible

for the day-to-day management of the Company and shall not be liable for any failure
by the Company to comply with Applicable Law. The Company shall nominate
directors or persons other than the Investor Director(s) as “persons in charge” as
contemplated under Applicable Law and shall ensure that the Investor Director is not
included within the scope of “officer who is in default” under Applicable Law. The
Investor Director(s) shall not be required to hold any qualification shares.
9.5. Chairman and Managing Director
The Parties agree that Mr. Saju Chacko shall be designated as the Managing Director
of the Company and a person from among Independent Directors shall be designated
as the Chairman of the Company. Any change in the Chairman and Managing
Director shall require the prior written consent of the Investor. The Chairman shall
not have a second or casting vote in the event of an equality of votes at Company
Board meetings or general meetings of the Company.
9.6. Company Board meetings
Each Shareholder shall exercise all rights and powers available to it to ensure that the
Company and the Directors adopt the following rules in relation to Company Board
meetings:
(a) Company Board meetings shall be held at least once in every three (3) months
and at least four (4) times every year;
(b) at least 14 calendar days’ written notice shall be given to each Director of each
meeting setting out the agenda for the meeting in reasonable detail and attaching the relevant
papers to be discussed at the meeting and all available data and information relating to matters
to be discussed at the meeting except as otherwise agreed in writing by all of the Directors;
(c) unless otherwise agreed by the Investor in advance:
(i) in writing; or
(ii) by telephone, fax, e-mail or other electronic communication, such
agreement to be confirmed in writing as soon as is reasonably
practicable,
and after the Investor having been provided with the agenda for the relevant
meeting, without prejudice to Clause 11, the quorum for a meeting of the
Company Board, duly convened and held, shall be [•] of the total number of
Directors or [•] (•) Directors, whichever shall be higher PROVIDED however
that no quorum as aforesaid shall be validly constituted, and no business at any
meeting of the Company Board shall be transacted, unless at least 1 (one)
Director nominated by the Investor is present at the commencement of such
meeting and throughout its proceedings. In the event that a higher number of
Directors is required to constitute a quorum under the Act, then the quorum for
Company Board meetings shall be the number and composition of Directors
prescribed in the preceding sentence of this Clause 9.6 plus such additional
number of Directors as is required to form a quorum under the Act. Without
prejudice to Clause 11, if no quorum is present by the appointed time for any
meeting of the Company Board, the meeting shall stand adjourned to the same
day in the next week at the same time and place and the quorum at such
adjourned meeting shall be that prescribed above.
(d) if the Investor has agreed under Clause 9.6(c) above that the quorum for a
particular meeting may not include one (1) of the Directors nominated by the Investor then:
(i) no matter shall be tabled, discussed or resolved at that meeting unless

such matter was specifically set out and described in the agenda provided
to the Investor prior to its agreement under subparagraph (c) above and,
notwithstanding any provision in that agenda for the tabling of,
discussion regarding or resolution on “other business”, “other matters
with the permission of the Chairman” or similar language, no such other
matters shall be tabled, discussed or resolved at that meeting; and
(ii) such meeting shall be deemed inquorate if any matter is tabled,

discussed or resolved in contravention of subparagraph 9.6(d)(i) above;
(e) each Director may cast one (1) vote;
(f) subject to Clause 11 and applicable provisions of the Act, decisions of the
Company Board shall be made on the basis of a majority vote;
(g) when permitted under the Applicable Laws, any Director may participate in and
vote at a meeting of the Company Board by means of a telephone, video conferencing or
similar communications equipment which allows all persons participating in the meeting to
hear each other and record the deliberations. Where any Director participates in a meeting of
the Company Board by any of the means described in the preceding sentence of this Clause
9.6(g), the Company shall ensure that that Director is provided with a copy of all documents
referred to during such Company Board meeting before the Company Board meeting
commences;
(h) subject to Clause 11, a circular resolution in writing, executed by or on behalf of
a majority of the Directors, which majority of the Directors shall always include 1 (one)
Director nominated by the Investor, shall constitute a valid decision of the Company Board
provided that a draft of such resolution was sent to all of the Directors at their usual address
together with a copy of all supporting papers;
(i) the Chairman shall procure that the minutes of each meeting of the Company
Board are prepared and circulated to each Company Board member within 15 calendar days
of the meeting. Members of the Company Board shall make any comments on the minutes of
the meeting within 7 calendar days of receipt of the minutes. If no comments are made within
the time limit set out in this Clause, the minutes shall be deemed to be accepted. The minutes
shall be signed at the commencement of the next meeting of the Company Board;
(j) Directors are not entitled to be paid for acting as Directors, other than as
prescribed by the Act or as agreed to between a particular Director and the Company in
writing, but they are entitled to be paid by the Company for all reasonable travel, hotel and
other expenses properly incurred by them in attending meetings and discharging their duties;
(k) It is further agreed that no resolution shall be passed with respect to any
Fundamental Issue at a meeting of the Company Board of the Company unless the provisions
of Clause 11 have been satisfied.
9.7. Company Board Committees and nomination on future joint ventures or

subsidiaries
(a) The Company Board shall appoint a representative of the Investor on all the
committees of the Company Board or any other management committee of the Company,
unless otherwise confirmed to the Company Board by the Investor in advance in writing. For
the avoidance of doubt, any decision taken at any such committee that relates to a
Fundamental Issue shall not be valid unless it is approved by the Investor.
(b) The Parties agree that the Investor shall have the right to appoint a representative
on the board of directors of any company, whether existing on the date hereof, or incorporated
in the future, which becomes a joint venture or subsidiary of the Company in accordance with
the provisions of the Act.
9.8. Sitting Fees and Directors Expenses
The Investor Directors shall be entitled to equal rights and privileges including sitting
fees and expenses but excluding any commission as payable to the other non-
executive directors of the Company. Provided, however, that in respect of the
Investor Directors, the sitting fees in relation to such Investor shall accrue to the
Investor and the same shall accordingly be paid directly to the Investor. The
Directors shall be entitled to refund of all expenses related to travel, boarding and
communication incurred in connection with the Company Board meetings in
compliance with the Applicable Laws and any other Company related work executed
by the Director.
9.9. Connected Persons Transactions
Without prejudice to Clause 11, all Connected Persons Transactions, being

transactions between the Company and any Shareholder or Affiliate of any
Shareholder, including but not limited to investments in and loans to such Persons
and the formation of subsidiaries and/or Affiliates of the Company, shall be
conducted on an arms-length basis.
9.10. Limitation of Liability, Director and Officer Insurance
Neither the Investor nor any of its directors, officers, managers, employees, agents
or representatives shall be held liable by the Company, the Promoters or any third
party for, or on account of any act or any failure to act by any such person while
serving as Director of the Company unless such act or failure to act shall be in bad
faith and in wilful disregard of the duties imposed upon such person by the
Applicable Law, this Agreement, the Charter Documents. The Promoters shall
cause the Company to, and the Company shall, maintain insurance coverage for
directors’ and officers’ liability in such amounts and of such nature as is maintained
by persons carrying on the same classes of business as the Business. The Company
hereby agrees to indemnify and save harmless the Investor Directors on the Company
Board of the Company, against all Losses of whatsoever nature in respect of all acts
of errors and omissions, acts carried by the Investor Directors in such capacity and in
the interests of the Company, except for Losses caused by acts of wilful default of the
Investor Directors.
9.11. Compliance Certification
At every Company Board meeting, a whole-time Director of the Company shall

provide a compliance certificate to the Company Board stating that the business and
affairs of the Company have been conducted in compliance with Law and in the best
interest of the Company. The compliance certificate will be as per format provided in
Schedule 16.
10. MANAGEMENT OF THE COMPANY
The Parties agree that the Promoters shall at all times, until the termination of this
Agreement in terms of Clause 19, retain management control of the Company and
shall actively participate in the running of the Company and the operation of the
Business of the Company. Failure by the Promoters to comply with their obligations
under this Clause for a continuous period of one month shall be deemed to be an
event of default within the meaning of Clause 18 of this Agreement.
11. FUNDAMENTAL ISSUES
11.1. If the Company or the shareholders of the Company, as the case may be wish to take
any action with respect to the Fundamental Issues at any meeting of the Company
Board or at any general meeting of shareholders (if such issue requires the approval
of the shareholders in general meeting), as the case may be, the Company shall obtain
the prior written consent of the Investor without which the Company shall not be able
to take any such action.
11.2. The Company shall, and each of the Shareholders shall, exercise all rights and powers
available to it to procure that, from the date of this Agreement until such time as this
Agreement is terminated in accordance with Clause 19, none of the Fundamental
Issues shall occur with respect to the Company and no Shareholder, Director, officer,
committee, committee member, employee, agent or any of their respective delegates
shall take any actions purporting to commit the Company in relation to such matters
unless such Fundamental Issue has first been approved in writing by the Investor.
12. GENERAL MEETINGS
12.1. The form and substance of any notices to convene general meetings of the Company
at which any Fundamental Issue will be considered shall be subject to prior
unanimous approval by the Company Board, and the Promoters shall procure that no
such notices shall be issued without such approval.
12.2. Each of the Shareholders shall exercise all rights and powers available to it, including
the exercise of voting rights, to ensure that the necessary general meeting resolutions
of the Company are passed to give effect to any Fundamental Issue which has been
approved by the Investor pursuant to Clause 11 with respect to the Company. It is
further agreed that in the case of the Company, no general meeting resolution shall be
passed with respect to any Fundamental Issue unless the provisions of Clause 11
have been satisfied and unless such Fundamental Issue has been thereafter authorised
by the Board of Directors.
12.3. Each of the Shareholders agrees that, subject to the provisions of the Act, the quorum
of any general meetings shall require the presence of the duly authorized
representative of the Investor. If the quorum is not present at any general meeting, the
meeting shall be adjourned to a mutually agreed time and place not more than 7 days
later. At the adjourned and reconvened general meeting, the number of shareholders
present (being more than one) shall constitute the quorum, subject to the presence of
the duly authorized representative of the Investor.
13. INVESTOR NOT TO BE CONSIDERED PROMOTERS
Without prejudice to the Investor’s rights, the Parties agree:
13.1. that the Investor shall not be considered / classified to be one of the ‘promoters’ of
the Company for any reason whatsoever; and
13.2. the Promoters shall not engage in any act, deed or omission which may result in the
Investor being considered / classified to be the ‘promoters’ of the Company.
14. INDEMNIFICATION
14.1. Subject to the provisions of Applicable Law, and notwithstanding anything to the
contrary contained herein, the Company and the Promoters hereby agree to indemnify
and save harmless the Investor, its Affiliates, or their respective nominees, officers,
directors, employees, shareholders, representatives and agents or the Investor
nominee on the Company Board (“Indemnified Persons”) promptly upon demand
and from time to time and against any and all actions, suits, claims, proceedings,
costs, damages, losses, liabilities, judgments (whether direct, general or absolute,
accrued, conditional or otherwise and whether or not resulting from third party
claims), amounts, fines, penalties, levies, imposts, compensations paid in settlement
and expenses (including without limitation reasonable attorneys’ fees and
disbursements but excluding any consequential, punitive or special damages)
(collectively, “Losses”) caused to the Indemnified persons relating to or arising out of
any event or omission whatsoever on or prior to the Closing Date and arising out of,
or resulting from, whether directly or indirectly or may be payable by virtue of any
matter inconsistent with or any breach or inaccuracy of any representation, warranty,
covenant and undertaking of the Promoters and the Company in this Agreement,
including of the Warranties under Clause 17 and Schedule 8 of this Agreement, or
any inaccuracy in or failure of the Promoters and the Company to comply with their
obligations, undertakings and/ or covenants in this Agreement, including as a result of
non-receipt of any Approval. In case of a claim for indemnity arising under this
Clause, the Investor may at its sole discretion raise such claim (1) only against one of
(i) the Promoters, or (ii) the Company, or (2) against more than one of the Promoters
and the Company.
14.2. Each of the Promoters and the Company agree with the Investor (for themselves and
as trustee for the Company and for each director, officer, agent and employee of the
Company) to waive any rights, remedies or claims which it may have in respect of
any misrepresentation, inaccuracy or omission in or from any information or advice
supplied or given by the Company or any of its directors, officers, agents or
employees in connection with the giving of the Warranties or any indemnities under
this Agreement.
14.3. (a) Each of the Promoters and the Company hereby jointly and severally agree and
undertake to indemnify and keep indemnified the Indemnified Persons promptly
on demand and from, time to time, from and against any Losses which the
Indemnified Persons incurs or sustains related to any event or omission
whatsoever that arises out of, or results from or may be payable by virtue of (the
Indemnity):
(i) any liabilities (including contingent liabilities, whether or not known

or contemplated at the time of execution of this Agreement) of the Company
to the extent that such liabilities are not disclosed fully to the Investor in
writing prior to the execution of this Agreement; or
(vi) any Taxation falling on the Company in respect of (1) tax arising out
of any undisclosed event which occurred on or prior to Closing, or (2) any
transaction effected or deemed to have been effected on or prior to Closing,
or (3) any profits earned, accrued or received (or deemed to have been
earned, accrued or received) on or before Closing; or any Taxation arising by
reason of the unavailability of any tax holiday or exemption at any time
(including after Closing) where the reason for such unavailability is
attributable to a transaction or the non compliance with any formalities
necessary for the continuance of such tax holiday or exemption on or before
Closing; or
(vii) any losses suffered or incurred by the Indemnified Persons and/or the
Company arising from any actual or threatened claim, legal action,
proceeding, suit, litigation, prosecution, arbitration, enquiry or mediation
(other than in relation to Taxation) by a third party against the Company
and/or the Indemnified Persons to the extent such losses relate to acts or
omissions by the Promoters and/or the Company prior to Closing; or
(viii) any debts of the Company which are termed as good in the Accounts
or any debts since the Accounts Date though up to the date of this Agreement
the Promoters have notified to the Investor as good, which since have become
bad debts; or
(ix) any breach by the Promoters and the Company of this Agreement
(including the representations, covenants and Warranties contained herein) or
any other related document after the Closing Date.
(x) any losses suffered by the Indemnified Persons as a result of the

Promoters and / or the Company failing to comply with the Applicable Law.
(b) (i) In the event of any liability for Taxation or claim in connection with the
Indemnity arising (the Indemnity Claim), the Investor shall give written
notice thereof together with all relevant information in the Investor’s
possession as soon as reasonably practicable to the Company and the
Promoters, provided that the Investor may, at its sole discretion, raise such
claim (1) only against one of (i) the Promoter, or (ii) the Company, or (2)
against more than one of the Promoters and the Company.
(ii) In respect of any liability for Taxation or claim in

connection with the Indemnity, the Promoters and the Company shall not
without the prior written consent of the Investor make any settlement of the
claim in connection with the Indemnity which is likely to affect the amount
thereof or the future liability of the Company or the Investor for any form of
Taxation or legal liability.
(iii) The obligations of the Investor in this clause shall not be

construed as conditions precedent to, and shall not affect, the ability or
entitlement of the Investor to bring any claim (for itself or any of its
Affiliates) under this Agreement.
(c) Any payments due by the Promoters and the Company pursuant to this Clause
14 shall be increased to include (i) such interest on unpaid tax as the Company
shall have been required to pay, and (ii) such amount of tax as the Investor may
be required to pay on the claim amount, pursuant to any legislation concerning
Taxation in India or any other jurisdiction in the world where the Investor and/or
the Company is sought to be made liable to Taxation.
14.4. The Promoters hereby waive any right to have recourse to the Company for any
amounts that may be paid by the Promoters to any Indemnified Persons under the
terms of this Agreement, including but not limited to under this Clause 14.
14.5. It is expressly clarified that in case of any damages or loss incurred or suffered by the
Company or the Investor as a result of, arising from, or in connection with, or relating
to, (a) a breach of the representations and warranties made by the Promoters in this
Agreement; or (b) the non-performance (in whole or in part) by the Promoters of any
of their covenants, obligations or undertakings contained in this Agreement, the
Investor may (i) procure that the Company makes an Indemnity Claim against the
Promoters for such damages or losses or (ii) make an Indemnity Claim for the
investment damages suffered by the Investor against the Promoters. To clarify, if the
Company incurs or suffers damages or loss of INR 100 (one hundred only) for which
an Indemnity Claim is to be made by the Indemnified Persons, then, the Indemnified
Persons can choose that either (i) the Company can claim INR 100 (one hundred
only) from the Promoters or (ii) the Investor can claim such proportion of INR 100
(one hundred only) which corresponds to the Investor’s shareholding percentage in
the Company.
14.6. The Indemnified Persons shall not be liable, responsible or accountable in damages or
otherwise to the Company or the Promoters. The Company shall indemnify, defend
and hold harmless the Indemnified Person from and against any and all Losses
resulting from a claim, demand, lawsuit, action or proceeding by reason of any act or
omission performed by or omitted by such Indemnified Person on behalf of the
Company in a manner reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Agreement. The Company shall, for the
said purpose, obtain a director’s and officer’s liability insurance covering the Investor
Director from a reputed insurer for such amount as is appropriate having regard to the
business of the Company at the time of appointment of the Investor Director and shall
furnish documentary evidence of such insurance to the Investor.
14.7. The indemnification rights of the Investor under this Agreement are without
prejudice, independent of and in addition to, such other rights and remedies as the
Investor may have at law or in equity or otherwise, including the right to seek specific
performance, rescission, restitution or other injunctive relief, none of which rights or
remedies shall be affected or diminished thereby.
14.8. The liability of the Promoters and the Company to indemnify the Indemnified
Persons shall be subject to a ceiling equivalent to the Investor Subscription Amount
paid by the Investor for the Investor Preference Shares.
14.9. The Company agrees that the Investor shall be entitled to raise any claim for breach
of any covenants or representations or Warranties contained in this Agreement
relating to:
(a) Tax claims within a period of 12 months from the expiry of the prescribed
statutory period of limitation within which such claims may be made by any relevant
Governmental Authority.
(b) All other claims resulting from the breach of other covenants, representations and
Warranties can be raised by the Investor for a period of 3 (three) years from the date of
Closing.
(c) It is clarified that any claims arising from a breach in the representation and
Warranties pertaining to the title of the Investor Shares and the Investor Options and the
authority of the Company or the Promoters to enter into this Agreement and consummate the
transactions contemplated herein shall remain unlimited.
14.10. PROCESS
(a) In the event the Investor sustains or incurs any Loss for which the Indemnified
Persons are liable under this Article 14, the Investor shall issue a notice in writing
(“Indemnification Notice”) to the Indemnifying Persons describing in reasonable detail the
Losses sustained or incurred by the Investor. Within 745 (Seven) days from the receipt of the
Indemnification Notice, the Indemnifying Persons shall absolutely and unconditionally
indemnify the Investor in the manner provided therein.
(b) Third Party Claim
(i) If any of the Indemnified Persons receives a notice of assertion or

commencement of any claim, demand, action, proceeding or suit by a
third party with respect to which the Indemnifying Persons are obligated
to provide indemnification pursuant to this Agreement (a “Third Party
Claim”), the Investor shall within 30 (Thirty) days notify in writing to
the Indemnifying Persons of such Third Party Claim.
(ii) The Indemnifying Persons shall have the right, exercisable by written
notice to the Investor within 30 (Thirty) days of the notice mentioned in
Article 14.10(b)(i), to assume the defence of such Third Party Claim with
counsel selected by the Indemnifying Persons with the Investor’s prior
written consent; provided that in the judgment of the Investor (i) the
defence of such Third Party Claim by the Indemnifying Persons shall not
have an adverse effect on the business of the Company or the Investor (2)
the Indemnifying Persons have sufficient financial resources to satisfy
the Third Party Claim and amount of any adverse monetary judgement
that is likely to result and (3) the Third Party Claims solely seeks
monetary damages or payment requests.
(iii) If the Indemnifying Persons have assumed the defence of any Third
Party Claim as provided in this Article 14.10, it shall not without the
prior written consent of the Investor, consent to any settlement or
understanding.
(iv) The Investor shall have the right to participate (but not control) at its
own expense the defence of any Third Party Claim which the
Indemnifying Persons are defending as provided in this Agreement. Each
Party shall co-operate and provide any necessary assistance as may be
reasonably required in any judicial proceeding in relation to the Third
Party Claims.
(v) The Indemnifying Persons shall bear the responsibility for providing
any guarantee or making any deposits in any judicial proceedings in
relation to the Third Party Claim regardless of whether the Indemnifying
Persons have assumed defence or not.
(vi) If the Indemnifying Persons do not assume defence in any Third

Party Claim in accordance with this Article 14.10, the Investor may
defend the Third Party Claim, or at its discretion, settle such Third Party
Claim in which case all such settlement amounts and expenses including
administrative expenses, costs including legal fees, deposits or guarantees
required to be made in any proceedings, judicial awards, shall be borne
by the Indemnifying Persons, and the Indemnifying Persons shall pay
such amounts to the Investor with a period of 30 (Thirty) days of the
request being made by the Investor.
(vii) Further, if the Investor does not assume defence against Third Party
Claim or any unfavourable decision therefrom, the Indemnifying Persons
shall take reasonable steps to settle the Third Party Claims at its own
costs and consequences.
15. INFORMATION, ACCOUNTING RECORDS, AUDIT AND ACCESS
15.1. Information
The Company shall provide to the Investor pre-agreed key performance indicators
and periodical information with respect to the Company’s performance with respect
to the performance targets. In addition to the aforesaid, the Company shall provide
the Investor with the following information relating to the Company:
(a) Monthly and quarterly unaudited financial statements including the balance sheet,
income statement and cash flow statements relating to the Company prepared in accordance
with Indian GAAP, certified by the Chief Financial Officer of the Company, within 30
calendar days of the end of each such month or quarter;
(b) audited annual financial statements of Company including the balance sheet,
income statement and cash flow statement within 90 calendar days after the end of each
financial year of the Company;
(c) quarterly reports of the management discussions and analysis describing material
activities undertaken by the Company, major events that have happened in relation to the
affairs and business of the Company and major variations from the annual budget of the
Company.
(d) annual budget and forecasts for the next three financial years;
(e) copies of all correspondence of the Company with (i) other Shareholders of the
Company, (ii) other investors, (iii) members of the financial community, or (iv) any
companies interested in acquiring the Company or any material portion of its share capital or
business or forming strategic relationships, including press releases, if any;
(f) reports prepared by outside consultants, lawyers or auditors for the Company;
(g) all communications with and from regulatory agencies or other governmental
authorities, excluding communications that are deemed to be confidential and therefore
cannot be disclosed;
(h) notice of any material events that have occurred with respect to the affairs or
business of the Company including any pending or threatened litigation;
(i) such further information relating to the business, affairs or financial position of
the Company, as the Investor may deem fit, in its sole discretion.
The Company shall also procure that the Investor shall have access to and the right to
inspect all information and material, financial or otherwise, provided to any member
of the Company Board, books of accounts and other business records, and the right to
advise or consult with, management of the Company as it may from time to time
require.
15.2. Accounting records
The Company shall maintain accurate and complete accounting and other financial
records and procure that those accounting records are available for inspection by each
Shareholder or its respective authorised representatives during normal business hours.
The Company shall ensure that there is no financial irregularity in the Company.
15.3. Auditor
(a) The Parties agree that the Investor shall have the right to appoint its own
independent special auditor for the purpose of undertaking a review of the accounts of the
Company and the costs in relation to the conduct of these special audits shall be borne by the
Investor. The Company shall provide, and the Promoters undertake to ensure that the
Company provides such special auditor with all requisite information and support from time
to time.
(b) The Company shall appoint the statutory auditor of the Company and the internal
auditors of the Company only with the written consent of the Investor.
(c) The Company to ensure that the company and its subsidiaries continues to have
one of the Big Four audit firms, as its statutory auditor during the duration of the
investment by the Investor.
15.4. Accounting principles
The financial statements of the Company shall be prepared in accordance with Indian
GAAP.
15.5. Preparation and approval of Annual Business Plan
The Company shall procure that the draft Annual Business Plan for the Company is
delivered to each Director at least one (1) month prior to the end of the then current
financial year of the Company. Unless all the Directors agree otherwise, the
Company Board shall meet to consider such draft Annual Business Plan not later than
10 calendar days prior to the end of the then current financial year of the Company.
16. OTHER COVENANTS
16.1. Announcements
(a) No formal or informal public announcement or press release which makes

reference to the other Party and/or the terms and conditions of this Agreement or any of the
matters referred to herein, shall be made or issued by or on behalf of any Party without the
prior written approval of the other Parties.
(b) If either Party has an obligation to make or issue any announcement required by
Applicable Law or by any governmental or regulatory authority, it shall give the other Parties
every reasonable opportunity to comment on any announcement or release before it is made
or issued (provided that this shall not have the effect of preventing either Party from making
the announcement or release from complying with its pre-existing contractual, legal and / or
stock exchange obligations).
(c) The Parties hereby agree that the Investor, its Affiliates, or their respective
officers, directors, employees may from time to time be required to communicate, comment
and provide periodic updates on the performance of the Company to its Investors and /or
potential investors, or the press as a part of its PR strategy. Notwithstanding anything
contained hereinabove, any such communications shall not be violative of the provisions of
the terms of this Agreement and this Article 16.1.
16.2. Exercise of Rights
The Promoters shall exercise all the rights and powers available to them, including,
without limitation, their rights in respect of directors and all voting rights in respect of
shares in accordance with the provisions of this Agreement.
16.3. Investments by the Company
(a) The Promoters shall ensure that the Company does not invest in any securities,
whether privately or publicly traded, for speculative or non-strategic investment purposes.
(b) Subject to Applicable Law, the Company shall not, without the prior written
consent of the Investor, acquire or purchase its own securities from any Person.
16.4. Divestment by the Company
The Parties shall mutually agree on the manner in which, going forward, the
shareholding of the Company in its subsidiaries (present or future) shall be structured.
In case the Investor requests the Company to sell its shareholding in the said
subsidiary, then the Promoters and the Company hereby agrees that they shall sell
these shares in the subsidiary to such other Affiliate of the Promoters.
16.5. Authorized Share Capital and Rights Issue Of Shares
Notwithstanding anything contained herein, the Promoters and the Company agree
that in order to protect the investment made by the Investor under this Agreement, on
and from the date of Closing (i) any resolution placed before the shareholders of the
Company to increase the authorized share capital of the Company shall be required to
be passed by a special resolution and (ii) the Company shall not issue any further
Shares or instruments convertible at any future date into Shares of the Company,
whether such further issuances are on rights basis or otherwise, unless such further
issuance has been approved by the shareholders of the Company by way of a special
resolution.
16.6. Use of Investor Subscription Amount
All Parties acknowledge that the subscription by the Investor to the Investor
Preference Shares is based on the integral condition that the Investor Subscription
Amount received by the Company shall be utilized exclusively for the purposes of
meeting the capital expenditure and working capital requirements of the Company as
per the Annual Business Plan submitted to the Investor by the Company as attached
hereto as Schedule 3.
17. WARRANTIES
17.1. COMPANY’S / PROMOTERS’ WARRANTIES
(a) In addition to the Warranties set forth in Schedule 8 which are hereby made by
the Company and the Promoters jointly and severally as on the date hereof and as of the date
of Closing, the Company and each of the Promoters hereby further warrant jointly and
severally, in respect of the Company, as of the date of signing this Agreement and as of the
date of Closing to the Investor as follows:
1. It is a body corporate duly incorporated under the laws of India;
2. It has the power to own its assets and carry on its business as is now
being conducted;
3. It possesses all material licenses and registrations required to do business

in every jurisdiction which, by the nature of its business and assets,
makes registration or authorisation necessary;
4. It has all requisite / material approvals, registrations, consents, etc as
required under Applicable Law to conduct its business and they are in
compliance with all regulatory requirements in respect thereof;
5. It is carrying on its business and affairs in accordance with its Charter

Documents and other constituent documents;
6. The Company has the power and authority to execute and deliver this
Agreement. The execution and delivery of this Agreement has been duly
authorised and approved by its Board of Directors and Shareholders and
does not require any further authorisation or consent of its Shareholders
or any third party and on execution and delivery by it will be a legal,
valid and binding obligation of it, enforceable in accordance with its
terms;
7. The execution and delivery of this Agreement by the Company, the

transactions contemplated in this Agreement and promises, agreements or
undertakings under this Agreement do not violate any law, rule,
regulation or order applicable to it or violate or contravene the provisions
of or constitute a default under any documents, contracts, agreements or
any other instruments to which it is a party or which are applicable to it;
8. There is no injunction or other legal bar on allotment of the Investor

Shares to the Investor;
9. All Representations and Warranties provided by the Company in the

Definitive Agreements are true and correct as of this date and shall be
true and correct as of the Closing Date;
10. There shall be no Connected Persons Transactions subsisting between the

Company and the Promoters and/or any other Shareholders and/or
Directors of the Company and/or any Affiliates of such Persons as of the
Closing Date and the Company shall not enter into any such transactions
in the future except with the approval of the Board subject to the prior
written consent of the Investor.
(b) In addition to the Warranties set forth in Schedule 8 which are hereby made by
the Company and the Promoters jointly and severally as on the date hereof and as of the date
of Closing, each of the Promoters hereby further warrant jointly and severally, as of the date
of signing this Agreement and as of the date of Closing to the Investor as follows:
(i) He/she/it has the power and capacity to execute and deliver
this Agreement and all approvals required for executing this Agreement
and entering into the transactions contemplated herein;
(ii) This Agreement has been duly executed by him/her/it and

upon execution and delivery, will be a legal, valid and binding obligation
of the Promoters enforceable in accordance with its terms;
(iii) The execution and delivery of this Agreement by the

Promoters, the transactions contemplated in this Agreement and the
promises, agreements or undertakings of the Promoters under this
Agreement do not violate any law, rule, regulation or order applicable to
them or violate or contravene the provisions of or constitute a default
under any documents, contracts, agreements or any other instruments to
which the Promoters or any of them is a party or which are applicable to
the Promoters;
(iv) In respect of Promoters who are companies, such promoters

have the power and authority to execute and deliver this Agreement. The
execution and delivery of this Agreement has been duly authorised and
approved by its Board of Directors and Shareholders and does not require
any further authorisation or consent of its Shareholders or any third party
and on execution and delivery by it will be a legal, valid and binding
obligation of it, enforceable in accordance with its terms;
(v) There are no existing or potential outstanding legal issues

against the Promoters or the Company, in respect of any specific
arrangements / obligations relating to their previous employment, or
otherwise;
(vi) There shall be no Connected Persons Transactions subsisting

between the Company and the Promoters and/or other Shareholders of
the Company and/or Directors of the Company and/or any Affiliates of
such Persons as of the Closing Date and the Promoters and/or the other
Shareholders of the Company and/or Directors of the Company and/or
their Affiliates shall not enter into any such transactions in the future
except with the approval of the Board subject to the prior written consent
of the Investor; and
(vii) All Representations and Warranties provided by the

Company in the Definitive Agreements are true and correct as of this date
and shall be true and correct as of the Closing Date.
(c) Notwithstanding anything to the contrary contained herein, from the date of this
Agreement until Closing, the Company or the Promoters shall not take any action that
constitutes a Fundamental Issue without prior consultation and written approval with the
Investor.
(d) The Company and the Promoters acknowledge that the Investor is entering into
this Agreement relying on the Warranties of the Company and the Promoters.
(e) None of the Warranties or statements contained in this Agreement contain any
untrue statement of a material fact or omits to state any material fact necessary in order to
make any of such Warranties or statements not misleading and there is no other information
relating to the Promoters, Directors or other Shareholders of the Company or the Company or
its Subsidiaries which has not been disclosed to the Investor which shall prejudice any claim
made by the Investor under the indemnity contained in this Agreement or operate to reduce
any amount recoverable thereunder. All information relating to the business and the Business
of the Company and its Subsidiaries which is known or would on reasonable enquiry be
known to the Promoters and the Company and which may be material to an investor in the
Company has been disclosed in writing to the Investor. It shall not be a defence to any claim
against the Promoters or the Company that the Investor ought to have known or had
knowledge of any information relating to the circumstances giving rise to such claim. The
rights and remedies of the Investor in respect of any breach or default of the Company’s
and/or the Promoter’s Warranties shall not be affected because of any investigation into the
business and affairs of the Company (including any legal, financial, business, accounting,
operational, tax and/or technical due diligence of evaluation), made or conducted by the
Investor or any other person acting on its behalf, prior to the execution of this Agreement or
at any time after the date hereof. The Promoters and the Company are aware that the Investor
have entered into this Agreement and agreed to subscribe to the Investor Shares and the
Investor Equity Shares of the Company on the basis of the Warranties and other statements
and covenants contained herein and/or otherwise made to the Investor.
17.2. INVESTOR’S REPRESENTATIONS AND WARRANTIES
The Investor represents and warrants, as of the date of signing this Agreement and as
of the Closing Date to the Company and the Promoters as follows:
(a) The Investor has the necessary powers to enter into this Agreement and to
perform its obligations hereunder, and all regulatory approvals and corporate and other
actions required to authorize the execution of this Agreement and the performance by the
Investor of its obligations hereunder have been duly taken.
(b) This Agreement constitutes a valid and binding obligation of the Investor
enforceable against it in accordance with the terms hereof.
18. EVENTS OF DEFAULT
18.1. Events of Default
Each of the following is an Event of Default:
(a) if the Promoters or the Company is in material breach of the material terms of
this Agreement or the Charter Documents;
(b) if any representation or warranty made or given by the Promoters or the

Company in this Agreement is materially incorrect;
(c) if the Promoters or the Company is in material breach of any covenant or

undertaking given by either of them in this Agreement;
(d) if the Company is in material breach of any contract, arrangement or obligation

(i) to which the Company is a party and (ii) which, whether by reason of its nature, term,
scope, price or otherwise, is likely to be of material importance to its Business;
(e) if the Promoters or the Company is in material breach of its obligation to make
any payment when due of any sum payable under this Agreement or the Charter Documents;
(f) if a petition for insolvency has been admitted against any of the Promoters or a
petition for winding up of the Company has been admitted;
(g) if the Promoters or the Company is the subject of any investigation, inquiry or
enforcement proceedings or process by any governmental, administrative or regulatory body,
which has or is reasonably likely to produce a material adverse effect on the business,
operations or financial conditions of the Company;
(h) if the Promoters undertakes or assists (either personally or through an agent) any
other Person in any way to undertake any of the activities set out in Clause 5.3.[THERE
SEEMS TO BR SOME ERROR AS THERE IS NO SUCH CLAUSE]
A material breach for the purposes of this Clause means a breach that, if such
breach is capable of remedy, has not been remedied within 30 calendar days of
service of a written notice from the Investor or the relevant counterparty to the
relevant Person requiring that such breach be remedied, provided that any breach of
Clauses 2.2, 5, 14, 16.6, 17, 22.12 and Schedule 6 of this Agreement and any
persistent breach of any term of this Agreement shall be deemed to be material for the
purposes of this Clause.
18.2. Effect of an Event of Default
In addition to any other rights it may have under this Agreement, on an Event of
Default, the Investor shall have the right, but shall be under no obligation, to
terminate this Agreement with immediate effect (without prejudice to any rights and
obligations accrued or incurred prior to such termination and subject to the survival of
Clause 8) and:
(a) the Investor shall have the right to (i) sell its Shares to any third party
notwithstanding any restrictions contained in this Agreement, or [SHOULD PROMOTERS
HAVR A RIGHT OF FIRST~REFUSAL?] (ii) require that the Promoters and/or the
Company purchase the Shares of the Investor, or (iii) require that the Promoters sell all of
their Shares in the Company to the Investor (the Call Option) at a fair market price as
determined by an independent investment bank, which independent investment bank shall be
appointed as follows:
(i) (A) the Promoters and (B) the Investor shall agree on a list of the five
(5) leading and reputed investment banks operating in India. If there is a
failure to reach an agreement on the identities of such investment banks
within five (5) Business Days of the issue of a notice by the Investor to the
Promoters exercising its Call Option, the Investor shall in its absolute
discretion select an investment bank and the provisions in Clause 18.2(a)
(ii) and Clause 18.2(a)(iii) shall not apply;
(ii) each of (A) the Promoters and (B) the Investor shall nominate three
(3) of the banks from the list of leading investment banks (each, an
Acceptable Investment Bank); and
(iii) the Acceptable Investment Bank that is nominated by both the

Promoters and the Investor shall be appointed for the purposes of this
Clause. If more than one Acceptable Investment Bank is nominated by both
the Promoters and the Investor then the Investor shall in its absolute
discretion select an Investment Bank from the Acceptable Investment
Banks.
(iv) if such termination occurs prior to the Closing Date, the Investor
shall be under no obligation to subscribe for the Investor Preference Shares
under this Agreement; and
(v) the Promoters and/or the Company, as applicable, shall immediately

pay all sums due to the Investor under this Agreement including interest on
such sums from (and including) the date on which payment is due until (but
excluding) the date of actual payment (after as well as before judgment) at
an annual rate of 30 (thirty) per cent, which interest shall accrue from day
to day and be compounded monthly.
19. TERMINATION
19.1. This Agreement shall continue in full force and effect until terminated in accordance
with the provisions of this Article or under Article 4 (Conditions Precedent).
19.2. This Agreement shall stand terminated upon the extinguishment of the Investor’s
rights under Article 24.
19.3. In the event of a material breach by the Promoters or the Company (“Defaulting
Party”) of any of their respective representations, Warranties, covenants,
undertakings or obligations herein, the Investor shall, if such breach is not cured by
the Promoters or the CompanyDefaulting Party within [30] days of receipt of a
written notice to that effect from the Investor, have the right to forthwith terminate
this Agreement.
19.4 In the event of breach by the Investor of their obligations under this
Agreement, the Company/Promoters shall, if such breach is not cured by the
within [30] days of receipt of a written notice to that effect have the right to
forthwith terminate this Agreement.
19.5In the event that this Agreement is terminated under Article 19.3 or 19.4 hereof,
the defaulting party shall be fully liable in terms of Article 14 for any and all
Losses incurred or suffered by the Investor as a result of such breach.
20. DISPUTE RESOLUTION
Any controversy, conflict or dispute of any nature arising out of or relating to or in

connection with the provisions of these Articles between the Promoters, the Company
and the Investor, or any of them, shall be submitted to one arbitrator. If the Parties
cannot agree upon a single arbitrator, there shall be three arbitrators, one appointed by
the Promoters and another by the Investor and a third selected by the two arbitrators
so appointed. All pertinent evidence on the subject matter in dispute shall be made
available to the arbitrator or arbitrators and each Party shall have the right to present
both orally and in writing its arguments and views on the dispute. The decision of the
arbitrator or the majority of the arbitrators shall be rendered in writing and shall be
binding upon the Parties. The costs, charges and expenses of the arbitration shall be
the discretion of the arbitrator or arbitrators. Such Arbitration shall be held in
Mumbai and shall be conducted in the English language, and according to the
Arbitration and Conciliation Act, 1996 as at present in force.
21. GOVERNING LAW
This Agreement and the documents to be entered into pursuant to it shall be governed
by and be construed in accordance with Indian Laws except its provisions of conflict
of laws.
22. MISCELLANEOUS
22.1. REPRESENTATIVE OF THE PROMOTERS
The Promoters hereby give an irrevocable power of attorney to Mr. [•], as the
“Representative” to represent the Promoters in the following matters:
(a) to deliver to and receive from the Investor any notices permitted or required
under this Agreement on behalf of each or any of the Promoters;
(b) Only the Representative shall have the right to initiate any arbitral or other
similar proceeding hereunder on behalf of the Promoters. Any action taken by the
Representative and any agreement or settlement with the Investor entered into by him on
behalf of the Promoters in connection with the foregoing shall be binding upon and
enforceable against the Promoters, without any need for ratification. The Investor shall be
entitled to rely on any and all actions in connection with the foregoing.
(c) By signing this Agreement, the Representative accepts the power of attorney
conferred on him by the other Promoters pursuant to this Clause and agrees to be bound as the
Representative under this Agreement.
(d) to act on behalf of such Promoter according to the terms of this Agreement,
including the power to amend this Agreement;
(e) to act on behalf of the other Promoters to comply with all actions that have to be
undertaken in order to achieve Closing under this Agreement including without limitation, the
right to vote at any meetings; and
(f) in general, to do all things and to perform all acts, including executing and
delivering all agreements, certificates, receipts, instructions and other instruments
contemplated by or deemed advisable in connection with this Agreement.
Mr. [•]’s mandate to act as a Representative on behalf of the Promoters shall be
irrevocable, unless otherwise approved by the Investor, and shall terminate only in
the case of his death or resignation. The Investor shall be notified of any replacement
of the Representative by a written communication signed by each of the Promoters
and such consent shall be unanimous. All Promoters hereby agree that Mr. [•] or such
replacement person appointed by the Promoters, as the case may be, shall have the
powers to act on their behalf as set forth above. The power of attorney granted by the
Promoters in favour of the Representative under this Clause may be revoked with the
prior written consent of the Investor only. All action taken by Representative
hereunder shall be final and binding upon all the other Promoters. Each of the
Promoters, and the Representative, hereby agree and acknowledge that the power
granted by the Promoters to the Representative under this Agreement is a power
coupled with an interest and is irrevocable and unconditional.
22.2. NON-WAIVER
No omission or delay on the part of any Party in requiring a due and punctual
fulfilment by the any other Party of its obligations hereunder shall be deemed to
constitute a waiver of any of such Party’s rights to require such due and punctual
fulfilment and in any event shall not constitute or be construed as a continuing waiver
and/or as a waiver of other or subsequent breaches of the same or other (similar or
otherwise) obligations of such other Party hereunder or as a waiver of any remedy.
22.3. BINDING EFFECT
Subject to the terms and conditions hereof, this Agreement is binding upon the Parties
and their respective successors and permitted assigns.
22.4. ASSIGNMENT
Save as specifically provided elsewhere in this Agreement, neither this Agreement

nor any right or obligation hereunder or part hereof may be assigned by either Party
without the prior written consent of the other Party (any attempt to do so shall be
deemed void) provided that the Investor shall be entitled to assign any or all of its
rights and/or transfer any or all of its obligations hereunder to any of its Affiliates
and/or any investor or prospective investor in an Affiliate except any Competitor and
for this purpose the other Parties to this Agreement shall execute such instrument as
may be requested by the Investor.
22.5. INVALID PROVISIONS
If any provision of this Agreement is held to be illegal, invalid, or unenforceable
under any present or future Applicable Law, and if the rights or obligations of the
Parties under this Agreement will not be materially and adversely affected thereby,
(a) such provision will be fully severable; (b) this Agreement will be construed and
enforced as if such illegal, invalid, or unenforceable provision had never comprised a
part hereof; (c) the remaining provisions of this Agreement will remain in full force
and effect and will not be affected by the illegal, invalid, or unenforceable provision
or by its severance here from; and (d) in lieu of such illegal, invalid, or unenforceable
provision, there will be added automatically as a part of this Agreement a legal, valid,
and enforceable provision to the extent possible. The failure by any Party to complete
any of the conditions precedent contemplated hereby by reason of any change in law
shall not constitute illegality, unenforceability, or invalidity of this Agreement.
22.6. CONFLICTS
In the case of any discrepancy or conflict between the provisions of this Agreement
and any other document executed pursuant to this Agreement, the provisions of this
Agreement will prevail.
22.7. FURTHER ASSURANCES
Each Party shall execute and deliver or cause to be executed and delivered both
before and after the date hereof such further certificates, agreements and other
documents and take such other actions, or as may be reasonably necessary or
appropriate to consummate or implement the transactions contemplated hereby.
22.8. ENTIRE AGREEMENT
Except for documents executed by the Parties pursuant hereto in writing referring to
specific Articles or provisions of this Agreement, receipt of which has been
acknowledged in writing, this Agreement supersedes all prior discussions,
information, writings, memorandums and documents exchanges and agreements
between the Parties with respect to the subject matter of this Agreement, and this
Agreement contains the sole and entire agreement between the Parties hereto with
respect to the subject matter hereof.
22.9. AMENDMENT
This Agreement may be modified or amended only by a writing duly executed by or

on behalf of the Parties.
22.10. COUNTERPARTS
This Agreement may be executed simultaneously in any number of counterparts, each

of which will be deemed an original, but all of which will constitute one and the same
instrument.
22.11. COSTS
The Company shall bear and pay in advance any and all expenses borne by the
Investor in connection with any legal, financial, technical, business and accounting
diligence in connection with this transaction.
22.12. NO CONFLICT CLAUSE AND NO OBJECTION CERTIFICATE UNDER PRESS

NOTE 1 AND PRESS NOTE 18
(a) The Company and the Promoters hereby waive all objections, and give their
unconditional and irrevocable no objection, to the Investor, its affiliates, subsidiaries and / or
group companies at any time hereafter, and from time to time, to enter into or participate in
any transaction or activities in India whether alone or together with any third party (s)
including such activities which are covered by Press Note 18 (1998 series) issued by the
Ministry of Commerce & Industry, Government of India, that is or are in a field that is
‘same’, ‘similar’ or ‘allied’ to the purpose or business of the Company within the meaning of
those expressions as used in that Press Note, in Press Note 10 (1999 series) issued by the
Ministry of Commerce & Industry, Government of India or Press Note 1 (2005 series) issued
by the Ministry of Commerce & Industry, Government of India.
(b) The Company further represents and covenants that the aforesaid irrevocable
waiver and no objection shall remain valid notwithstanding any dispute or difference that may
arise or may be pending in any court or before any arbitral tribunal between the Company and
/ or Promoter and the Investor at any time hereafter, whether in relation to this Agreement or
any other agreement executed between the Parties or in relation generally to the Company or
otherwise.
(c) The Promoters and the Company hereby covenant that they shall on the Closing
Date issue a no-objection certificate in terms of Schedule 12.
(d) The Company has, to the effect of the foregoing, passed a resolution in the form
set out in Schedule 10 hereto.
(e) It is hereby clarified that the Investor or any of the directors of the Company
nominated by the Investor shall not be obliged to provide the Company with any future
business opportunities merely by reason of the Investor having acquired the Investor
Preference Shares and the rights attached thereto under the provisions of this Agreement.
2. NOTICES
All notices, requests, demands and other communications made or given under the
terms of this Agreement or in connection herewith shall be in writing and shall be
either personally delivered, transmitted by postage prepaid registered mail (air mail if
international), or by telex or cable (confirmed in writing by postage prepaid registered
mail – air mail if international) or by facsimile transmission, and shall be addressed to
the appropriate party at the following address or to such other address or place as
such party may from time to time designate :
To the Promoters: [•]

Address: [●]
Tel: [•]
Fax: [●]
Email: [•]
To the Company: Caravel Logistics Private Limited

Address: [●]
Tel: [•]
Fax: [●]
Email: [•]
For the attention of: Mr. [•]
The Investor: BTS India Private Equity Fund Limited

C/o, International Management Mauritius
4th Floor, Les Cascades Building
Port Louis, Mauritius
Tel: +230 2129800
Fax: +230 2129833
Email: services.san@imm.mu
For the attention of: Mr. Ashraf Ramtoola
Unless another address has been specified by a Party hereto by written notice thereof
to the other Party, any notice, request, demand or other communication given or made
pursuant to this Agreement shall be deemed to have been received (i) in the case of
personal delivery, on the date of delivery, (ii) in the case of mail delivery, on the date
which is fifteen (15) days after the mailing thereof and (iii) in the case of a telex or
cable or fax, the date of dispatch thereof.
23. EXTINGUISHMENT OF RIGHTS
All rights and obligations of the Investor under this Agreement shall expire upon the
Investor ceasing to hold any Investor Shares.
24. SURVIVAL OF PROVISIONS
Notwithstanding anything contained herein, the provisions of Article 7.3 (Non-

Compete and Non-Solicitation), Article 8 (Confidential Information), Article 14
(Indemnification), Article 16.1 (Announcements), Article 20 (Dispute Resolution),
Article 21 (Governing Law), Article 22.1 (Representative of the Promoters) and
Article 23 (Notices) shall survive extinguishment of rights and obligations pursuant to
Article 24 or termination of this Agreement.
25. PROCURING OBLIGATION
The Promoters shall exercise all rights and powers available to them to procure that
the Company shall comply with all of its obligations under this Agreement.
3. PAYMENTS BY THE COMPANY
All payments made by the Company to the Investor under Clause 14 of this
Agreement will be free and clear of all Taxation that constitutes withholding taxes
levied by any applicable national, regional or local law or regulation except for any
withholding relating to the taxation of income in the hands of the Investor.
26. SUBSIDIARIES
The provisions of this Agreement shall apply mutatis mutandis to all or any present or
future subsidiaries of the Company and the Company and the Promoters shall procure
that the subsidiaries act in accordance with this Agreement. It is clarified that the
Investor shall not be required to hold any shares of the present or future subsidiaries.
27. OTHER SHAREHOLDERS
27.1. The Promoters shall ensure that the other Shareholders of the Company who are not
party to this Agreement agree and covenant to be bound by all the provisions of this
Agreement which are applicable to them and which may become applicable to them
in future including without limitation the provisions relating to restriction on
transferability of Shares of the other Shareholders, the special rights of the Investor,
right of first refusal and tag along rights available to Investor in case of transfer of
Shares by the other Shareholders, drag along rights of Investor, etc. Notwithstanding
anything to the contrary contained elsewhere, the Promoters shall ensure that all the
Shareholders of the Company who are not party to this Agreement do, execute such
further acts, deeds, conveyances, consents, documents and assurances without further
consideration, which may be required to give full effect the transactions contemplated
by this Agreement. The Promoters shall jointly and severally indemnify and keep
indemnified Investor against any and all Losses that Investor may incur as a result of
the breach by the Promoters of their obligations pursuant to this Clause.[TO CHK IF
APPLICABLE]
IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and
year first above written.
On behalf of [•] Common Seal of [•]
_______________________________
Mr. [●]
Title: [●]
_______________________________ _______________________________
Mr. [●] Mr. [●]
Title: [●] Title: Promoter
_______________________________
Mr. [●]
Title: [●]
SCHEDULE 1
LIST OF PROMOTERS AND THEIR SHAREHOLDING
Sr. No. Name of the Promoters Number of Shares Status of

(Percentage to Share Encumbrances
Capital) as on the date
hereof
1. [●] [●] [●]
2. [●] [●] [●]
SCHEDULE 1A
PRE INVESTMENT SHAREHOLDING
Category -Equity Pre-Issue Equity holding Percentage (%)

[•] [•] [•]
[•] [•] [•]
[•] [•] [•]
[•] [•] [•]
Total [•] 100.00
SCHEDULE 1B
POST INVESTMENT SHAREHOLDING
Category -Equity Post-Issue Equity holding Percentage (%)

[•] [•] [•]
[•] [•] [•]
[•] [•] [•]
[•] [•] [•]
Total [•] 100.00
Category – CCCPS Post-issue CCCPS holding Percentage (%)
BTS India Private Equity [•] 100.00
Fund Limited
SCHEDULE 2
THE COMPANY
NAME:
REGISTERED [•]
NUMBER:
[•]
REGISTERED
OFFICE:
DATE OF
INCORPORATION: [•]
TYPE OF
COMPANY: LIMITED COMPANY
AUTHORISED
SHARE CAPITAL: [•]
ISSUED SHARE
CAPITAL: [•]
SHAREHOLDERS Name No. of shares
[•] [•]
DESCRIPTION OF
BUSINESS
SCHEDULE 3
ANNUAL BUSINESS PLAN
SCHEDULE 4
DEED OF ADHERENCE
This Deed of Adherence is made this [•] day of [•]
BETWEEN
[•], (hereinafter referred to as the “the Covenantor”, which expression shall, unless
repugnant to the meaning or context thereof be deemed to include its successors and
permitted assigns) to whom the shares / warrants of [•] Limited, a company incorporated
under the Companies Act, 1956 and having its registered office at [●] (hereinafter referred to
as “the Company”, which expression shall, unless repugnant to the meaning or context
thereof be deemed to include its successors and permitted assigns) have been transferred by
[•] (“the Transferor”);
AND
The Company
AND
[•], (“the Continuing Shareholders”) <<This would include the Promoters and the
Investor>>
THIS DEED IS SUPPLEMENTAL to the Share Subscription and Shareholders Agreement

dated [●] (“the Agreement”) between [●].
NOW THEREFORE THIS DEED OF ADHERENCE WITNESSETH AS FOLLOWS:
In consideration of the Transferor having transferred its shares / warrants to the Covenantor
and in consideration of having agreed to such transfer, the Covenantor hereby agrees and
undertakes as follows:
1. The Covenantor hereby confirms that a copy of the Agreement and the Articles of
Association of the Company (collectively the “Articles of Association”) have been made
available to it, and hereby covenants with the Continuing Shareholders and the Company to
observe, perform and be bound by all the terms which are applicable to the Covenantor and
the Covenantor shall be deemed, with effect from the date on which the Covenantor is
registered as a member of the Company, to be a Party to the Agreement and to be bound by
all the terms thereof as they applied to the Transferor and as if the Covenantor had executed
the Agreement instead of the Transferor.
2. The Covenantor hereby covenants that it shall do nothing that derogates from, or
obstructs the application and operation of, the provisions of the Agreement or the Articles of
Association. Further, and in addition to the above, the Covenantor covenants that it shall
facilitate and aid the application of the Agreement to itself, the Continuing Shareholders and
the Company.
This Deed of Adherence shall be governed in all respects by the laws of India.
Executed the day and year written hereinabove
By:
Title:
For the Covenantor

________________
By:
Title:
For the Transferor

________________
By:
Title:
For the Continuing Shareholders

____________________________
SCHEDULE 5
FUNDAMENTAL ISSUES
1. Alteration or change in the rights, preferences or privileges of any shares (including

equity and preference shares) or any other Convertible Instruments or creation (by
reclassification or otherwise) of any new class or series of shares or any other Convertible
Instruments;
2. Any amendment to the Charter Documents of the Company (including change in the
number of Board members), except for those required pursuant to the terms of this
Agreement;
3. Mergers, demergers, spin off, amalgamations, consolidations, bankruptcy and

divestment or sale;
4. Acquisition of other businesses, creation of joint ventures/ partnerships, creation or

investment in subsidiaries or any other investments;
5. Capital expenditures or acquisitions of assets (unless already approved by the

Investor in the annual business plan) in excess of 10% of the Total Assets, on a cumulative
basis, in any Financial Year;
6. Execution of or modification of any of the Company’s employment agreements with,

termination of employment of or appointment of or changes in the remuneration of the
Company’s key management personnel, including but not limited to, chief executive officer,
chief financial officer, chief operating officer and managing director (the Key Management
Personnel) with total remuneration above Rs. 3,000,000/- (Rupees three million only) p.a.;
7. Major changes to dead freight and agency agreement of the company and its
subsidiaries that would impact the operations of the company.
8. Increase, decrease, buyback or other alteration or modification in authorized or issued

share capital, or creation or issue of securities (including equity shares, preference shares,
non-voting shares, warrants, options, etc.);
9. Approval of, or amendment to, the Annual Business Plan;
10. Commencement of any business, other than the Business;
11. Debt (excluding working capital debts) which shall cause the aggregate gross debt to
equity ratio to exceed 1:0 and any significant borrowings exceeding Rs. 25,000,000/- (Rupees
Twenty Five Millon only);
12. Repayment of the unsecured loans except for a sum of Rs. [•]/- (Rupees [•] only)
payable to third parties immediately.
13. Settlement of litigation where the amount involved exceeds Rs. 10,000,000/- (Rupees
million only) for each individual settlement, or Rs. 25,000,000/- (Rupees Twenty Five
Million only) for settlements on a cumulative basis in a Financial Year;
14. Changes to material accounting or tax policies or practices;
15. The giving of security for, or the guaranteeing of debts of any person in excess of Rs.
10,000,000/- (Rupees Ten Million only) on a cumulative basis in a Financial Year;
16. Any change in the Financial Year for preparation of audited accounts;
17. Accepting any proposal for addition or deletion or modification of the name of any
existing or proposed shareholder of the company and any modification in the Register of
Shareholders.
18. Declaration or payment of any dividend or distribution of commissions/profits;
19. Change in the registered office of the Company;
20. Entry into, amendment, assignment or termination of any agreement or commitment

that imposes or is likely to impose obligations on the Company or any Affiliate of the
Company to pay an amount of 5% of the Total Assets or more in a single transaction or on a
cumulative basis i.e. in more than one transaction in any calendar year, or impose, or is likely
to impose on the Company or any Affiliate of the Company any liability in excess of 5% of
the Total Assets or imposes or is likely to impose on the Company or any Affiliate of the
Company any obligation or liability, which is not capable of being quantified in monetary
terms;
21. Creating any Encumbrance other than for the purpose of the bank borrowings as per
the Annual Budget or, proposing the acquisition, sale, lease, transfer, license or in any other
way proposing to dispose off any assets or undertaking of the company and/or its Affiliates or
substantially all of the assets or undertaking of the Company and/or its Affiliates;
22. Acquire or sell shares, securities, debentures and bonds in or of any other company;
23. Recommend, giving or renewing any guarantee, indemnity or security in respect of

obligations of the Company its subsidiary or of any third parties, except if the cumulative
value of guarantees to customers in the business in any financial year is less than 5% of the
Total Assets;
24. Delegation of authority or any of the powers of the Board of the Company or any of
its Affiliates to any individual or committee;
25. Approve the terms of any stock option plans for employees or Directors of the
Company and the allocation of options thereunder;
26. Sale, license, transfer of all or substantially all of the assets or voluntary winding up
of the Company;
27. Incurrence of further indebtedness or capital commitment exceeding Rs. 25,000,000/-

(Rupees Twenty Five Million only) other than as set out in the Annual Budget
28. Finalization of the annual budget;
29. Finalization of any short, medium and long term business plan of the Company,
including the budgeting, financial forecasting and strategic planning exercises;
30. Any material changes in the business plans referred to in sub-clauses 27 and 28
above;
31. The purchase of any real estate in excess of Rs. 10,000,000/- (Rupees Ten Million
only) or lease of any real estate involving a monthly payment in excess of Rs. 100,000/-
(Rupees One Lakhs only) other than as provided in the Annual Budget;
32. Change in the name of the Company;
33. Approval of annual accounts of the Company;
34. Ceasing to carry on any business undertaking of the Company;
35. Increase or decrease in the size of the Board or any committee thereof after the date
of this Agreement;
36. Entering into or changes or continuation of any Connected Persons Transactions;
37. Decision to undertake an IPO/QIPO including the IPO/QIPO price, appointment of

underwriters and merchant bankers for such purpose;
38. Appointment or change in the Company’s auditors (statutory or internal) or a material

change in the accounting methods or policies of the Company or material tax elections or
changes in the methods of tax accounting;
39. Entering into any strategic/financial/other alliance or agreement with a third party
which result in dilution of any rights of the Investor;
40. Sale, transfer, license, pledge or creation of other Encumbrance over technology or
intellectual property owned by the Company, other than licenses granted in the ordinary
course of business.
41. Transfer / Sell / Sub contract any of the contracts entered into by the Company, to any
of its Affiliates; and
42. Any agreement or commitment in respect of the foregoing.
SCHEDULE 6
PREFERENCE SHARE RIGHTS
The rights attached to the Preference Shares subscribed to by the Investor under this
Agreement are as follows and shall mutatis mutandis be reproduced in the new articles of
association of the Company:
The Investor Preference Shares shall rank senior to all the preference shares, Convertible
Instruments and Equity Shares issued by the Company from time to time.
(A) As to income
(1) A Preference Share shall confer on the holder the right to

receive dividend, in priority to the holders of any other class of shares in the capital of
the Company, 6.50% p.a. on the Investor Subscription Amount (the Preference
Dividend).
(2) The Preference Dividend shall become payable to the

holder of a Preference Share following declaration of any dividend with respect to
Shares by the Company, any such declaration to be approved as a Fundamental Issue
in addition to the resolution(s) required under the Act.
(3) For the purposes of calculating the Preference Dividend in

accordance with subparagraph (A)(1) above, the first dividend declared or paid after
Closing will be considered as dividend for the period commencing from the Closing
Date, or such later period as agreed to by the Investor and Promoters in writing, such
that the Investor will be entitled to the full amount of Preference Dividend in respect
of such declaration or payment and not part only.
(4) If a Preference Dividend has been declared by the

Company but has not been paid by the Conversion Date, the Preference Dividend
shall be paid to the Person(s) who held the Preference Shares as at the date of
declaration pro rata in accordance with the number of Preference Shares held by them
at the date of declaration.
(5) If the Conversion Date falls within a period in respect of

which a dividend is to be paid, each Share issued to the holder of a Preference Share
on conversion shall confer on the holder the right to receive a dividend with respect to
all of such period and not part only.
(B) As to capital
(1) If the Company is sold, liquidated, undergoes a change of

control, merger, consolidation or is wound up for any reason or otherwise the assets
of the Company becoming available for distribution to its members (the Liquidation
Event) then:
(a) the Investor shall be entitled to receive, prior to any disbursements
being made to the holders of any other Shares or preference shares of the
Company, an amount equal to the Investor Subscription Amount, plus (i) an
amount sufficient to provide an IRR of 25% per year from the Closing Date,
and (ii) a sum equal to any arrears and accruals of the Preference Dividend
on that share, whether or not the Preference Dividend has been earned or
declared, calculated down to and including the date of the commencement of
the winding up (in the case of a winding up) or the date of the return of
capital (in any other case). Further, the holders of the Investor Preference
Shares shall also have a right to share in a proportionate manner from the
monies or assets available for distribution to the equity shareholders; and
(b) if any balance is left after repaying all the amounts payable under para (a)
above and any other liabilities payable under the Companies Act, 1956
including repaying all Shareholders for the amounts paid up on each of their
Shares and preference shares, the Investor shall be entitled to such percentage
of the excess amount as is equal to 50% in case of the Liquidation Event.
(C) As to conversion
(1) All Investor Preference Shares shall be converted in

accordance with Clause 2.2 and Schedule 7 of this Agreement.
(2) In the event the Company has undergone any restructuring

of its share capital (“Capital Restructuring”), including (a) consolidation or
subdivision or splitting of its Equity Shares; (b) issue of bonus shares; (c) issue of
shares in a scheme of arrangement (including amalgamation or demerger); (d)
reclassification of Equity Shares or variation of rights into other kinds of securities
during the period commencing from the Closing Date on and until the conversion of
the Investor Preference Shares, the Investor shall be entitled to receive such number
of additional Shares as if the Investor Preference Shares were converted and the
Investor was the holder of Shares as at the time of each issue of bonus shares or split
of shares. Such additional Shares shall be issued to the Investor on conversion of the
Investor Preference Shares.
(3) The Investor Equity Shares issued and allotted upon

conversion will be deemed to be issued and registered as of the Conversion Date, and
the Investor, with effect from the Conversion Date, shall be deemed and treated by
the Company for all purposes as the holder on record of the relevant number of
Investor Equity Shares issued upon conversion. As soon as practicable after and, in
any event, not later than fifteen (15) Business Days after the Conversion Date, the
Company will register the Investor as the holder of the relevant number of Investor
Equity Shares to be issued on conversion in the Company's register of members and
will deliver or cause to be delivered a certificate or certificates for the relevant Shares
to the Investor, together with any other securities, property or cash required to be
delivered upon conversion and such other documents (if any) as may be required by
law to effect the issue thereof.
(4) The Company shall pay the expenses arising on the issue
of the Investor Equity Shares pursuant to any conversion including any stamp duty,
capital duty or other taxes and levies.
(5) The Investor Equity Shares issued upon a conversion shall

be fully-paid and free of all liens, charges and Encumbrances and will in all respects
rank pari passu with the Investor Equity Shares in issue on the relevant Conversion
Date and shall be freely transferable.
(6) If the issue of Shares in accordance with Clause 2.2 of the

Agreement would give rise to an obligation on the Company to issue a fraction of a
equity share to the Investor, the number of equity shares to be issued to the Investor
shall be rounded up to the next whole number of equity shares.
(D) Voting rights
(1) Each holder of a Preference Share shall have Rights (defined below) to attend and
vote at general meetings of the Company, including as may from time to time be
prescribed by the Act and other applicable laws and regulations.
(2) Rights in paragraph D(1) above shall mean the right to receive notice of, and to be
present and to vote, either in person or by proxy, at any general meeting of the
Company, including a general meeting at which any of the matters specified in
Schedule 5 of this Agreement is being considered. Rights shall also include, without
limitation, the right for the holder of a Preference Share to exercise such number of
votes per Preference Share at the general meeting of the Company as is equal to the
number of Shares into which each Preference Share is entitled to be converted into
under this Agreement, subject to the Investor always having a minimum of 18%
voting rights in the Company. Thus, the voting rights of the holder in relation to the
Preference Shares shall be on an as-converted basis.
(3) Subject to paragraph (D)(2), a Preference Share shall confer on the holder Rights pari
passu with the Rights conferred on the holder of a Share.
SCHEDULE 7
NORMALISED EARNINGS PER SHARE
The normalised earnings per share (“Normalised EPS”) shall be computed after
making adjustments, if the same has not been made by the audit firm at the time of
preparation of the consolidated audited financial statement, to the fully diluted
Earnings Per Share (audited EPS) of the company for the Financial Year ended
March 31, 2009 as under:
1. Audited Profit After Tax (audited PAT) as per the company’s audited
financial statement for the 12 months period ended March 31, 2009.
2. Adjustments to be made on audited PAT as follows:
a. Income & Expenses
i. One time or extra-ordinary income received during the year

including realization of pending claims
ii. Any other income received other than from normal

operations of the company
iii. Income from sale or revaluation of asset
iv. Write-backs or adjustments of income or revenue in respect

to prior-periods
v. Actual revenue expenses during the year not accounted for

either by way of capitalisation or deferment
vi. Non-recurring or non-operating or one-time expenses

incurred during the year; for avoidance of any doubt, all
expenses and losses account of restructuring of debt, foreign
exchange difference, tax & transfer pricing issue shall be
treated as normal operating expenses and will not be include
in the above.
vii. Others – un-reconciled items of receipt and payments, inter-

company adjustments etc.
b. Provisions
i. Adequate provisioning will be made with regards to bad debt

(exceeding 180 days), inventory and any other provisioning
that would rightly reflect the actual company’s earnings for
the financial year 2008-09.
3. Adjusted PAT = Audited PAT (1) minus Adjustments (2)
4. Fully diluted & Adjusted EPS = Adjusted PAT / No. Of outstanding equity
shares on a fully diluted basis at the time of conversion
5. Conversion Price = 7 X Fully diluted & Adjusted EPS (4)
6. No. Of Equity Shares on conversion of Preference Shares = No. Of

outstanding Preference Shares X 10/Conversion Price
SCHEDULE 8
WARRANTIES
Each of the Promoters and the Company jointly and severally represent and warrant to the
Investor that the following statements are true and correct as on the date of execution of this
Agreement and as on the date of Closing.
(A) The Company and the Promoters hereby jointly and severally represent and warrant to
the Investors as at the date of this Agreement and as of Closing that the Warranties
(including without limitation those at Clause 17) are true and correct in all respects, and
acknowledge that the Investor has entered into this Agreement in reliance upon the
Warranties being true in all respects.
(B) Each of the Warranties shall be construed as a separate warranty and (save as expressly
provided to the contrary herein) shall not be limited or restricted by reference to or
inference from the terms of any other Warranty or any other term of this Agreement.
(C) The Company and the Promoters undertake to notify the Investor in writing promptly if
they become aware of any fact, matter or circumstance (whether existing on or before
the date of this Agreement or arising afterwards) which would cause any of the
Warranties given by them, to become untrue or inaccurate or misleading in any material
respect.
(D) Each of the Warranties is separate and independent and none of the Warranties shall be
treated as qualified by any actual or constructive knowledge on the part of the Investors
or any of its/their agents, representatives, officers, employees or advisers.
(E) Where any statement in Clause 17, Schedule 8 or elsewhere in this Agreement is
qualified by the expression "so far as the relevant Warrantor / any party is aware" or "to
the best of the relevant Warrantor's / party’s knowledge, information and belief" or any
similar expression, that statement shall, save as expressly provided to the contrary
herein, be deemed to include an additional statement that it has been made after due and
careful enquiry. Where any statement in this Clause 17 or Schedule 8 or elsewhere in
this Agreement is qualified by the expression “material” with respect to the Company,
it means the event, change or effect referred to in such statement is material or
materially adverse, as the case may be, to the business, financial condition, profits,
operations, properties, assets and/or liabilities of the Company.
The Company and the Promoters hereby jointly and severally represent and warrant to the
Investor.
4. DEFINITIONS
In this Schedule, capitalized terms not otherwise defined in this Schedule will have the
meaning ascribed to them in the Agreement. Except as provided in the foregoing, in this
Schedule the following words and expressions shall have the meaning ascribed thereto:
“Accounts” means the audited balance sheet and statements of profit and loss of the
Company for the periods ended March 31, 2008, March 31, 2007 and March 31, 2006;
“Accounts Date” means March 31, 2008;
“Assets” means all properties and assets (whether movable, immovable, tangible or
intangible) (i) owned by the Company; or (ii) used or held for use in connection with,
necessary for the conduct of, or otherwise material to, their Business; or (iii) in respect of
which the Company has possession, ownership, licence rights or a right to use;
“Dangerous Substance” means any natural or artificial substance (whether in the form of
solid, liquid or gas, alone or in combination with any other substance) or radiation that are
identified, listed or regulated under any law including applicable Environmental Law;
“Environmental Law” means all applicable statutes, bye-laws, regulations, directives, codes
of practice, company environmental plans and codes of conduct, circulars, guidance notes and
the like including those concerning the protection of human health or the environment or the
conditions of the workplace or the generation, transportation, storage, treatment or disposal of
a Dangerous Substance;
“Environmental Licence” means any applicable approval, authorisation, licence (including

statutory licence), consent or permission required under or in relation to any Environmental
Law;
“Indian GAAP” means the generally accepted accounting practices as applicable in India;
“Intellectual Property” means trade marks, service marks, trade names, domain names,
logos, set-up, patents, inventions, registered and unregistered design rights, copyrights, semi-
conductor, topography rights, database rights and all other similar rights in any part of the
world (including know-how) including, where such rights are obtained or enhanced by
registration, any registration of such rights and applications and rights to apply for such
registrations;
“Liabilities” means all liabilities or obligations of any nature (whether accrued, absolute,
contingent, disputed or otherwise and including financial lease commitments and employee
liabilities), all outstanding capital commitments and all bad or doubtful debts of the
Company;
“Tax” or “Taxation” means all forms of taxation, duties, levies, imposts and social security
charges, including without limitation corporate income tax, wage withholding tax, provident
fund, employee state insurance and gratuity contributions, value added tax, customs and excise
duties, capital tax and other legal transaction taxes, stamp duty, dividend withholding tax, real
estate taxes, other municipal taxes and duties, environmental taxes and duties and any other type
of taxes or duties and includes any interest, fines, penalties, assessments, or additions to tax
resulting from, attributable to, or incurred in connection with any such tax or any contest or
dispute thereof;
“Tax Claim” shall mean any notice of any claim, or of any audit, assessment, examination,
administrative or appellate or court proceedings or proposed change or adjustment by any
taxing authority concerning, for or in respect of any and all Taxes with respect to any taxable
period for the Company ending on or before the Closing Date or beginning before and ending
on or after the Closing Date;
“Tax Return” shall mean any report, return, declaration, certificate, supports, statement, or
other document required to be supplied to a taxing authority in connection with Taxes or in
compliance with any Law or notice, order or direction by the tax authorities, for the period
ending on or before the Closing Date;
5. COMPANY
(a) The Company has been duly incorporated and organised, and validly
exists under the laws of India. The Company has the corporate power and
authority to own, hold, use and operate its Assets and to carry on its Business
as currently conducted. The Company is duly qualified and licensed and, if
applicable, is in good standing to do business in each jurisdiction in which
the nature of the business conducted by it or the property owned, leased or
operated by it makes such qualification or licensing necessary.
(b) The particulars of the Company as provided in Annexure 2 of the

Agreement are true and correct in all respects.
(c) The registers, statutory books, books of account and other records of
whatsoever kind of the Company:
(i) are up-to-date;
(ii) are maintained in accordance with Applicable Law;
(iii) are and have been maintained on a proper and consistent basis;
(iv) contain complete and accurate records of all matters required to

be dealt with in such books and records; and
(v) have attached to them copies of all such resolutions and

agreements as are required by Applicable Law to be delivered to the
registrar of companies and all other resolutions passed by the
Company or any class of members or shareholders, other than
resolutions relating to ordinary business at any annual general
meeting.
(d) All registers, books and records referred to in sub-clause (c) and all other
documents (including documents of title and copies of all subsisting
agreements to which the Company is a party) which are the property of the
Company or ought to be in its possession are in the possession (or under the
control) of the Company and no notice or allegation that any of such books
and records is incorrect or should be rectified has been received.
(e) The Company has duly and timely filed all the forms and documents
required to be filed by the Company in accordance with Applicable Law
together with such details and documents as may be required under
Applicable Law.
6. AUTHORITY
(a) The Promoters have the legal right, power and authority and the
Company has the corporate and legal power and authority to execute and
deliver the Agreement and to perform all of their respective obligations under
the Agreement and other related documents to which they are a party. All
corporate actions on the part of the Board and the Shareholders of the
Company required necessary for the authorisation, execution, delivery of the
Agreement and the performance of all the obligations of the Company and
the Promoters respectively under the Agreement have been obtained.
(b) The Promoters hereby represent, warrant and undertake that Mr. [•] is
hereby irrevocably appointed as agent for each of the Promoters, to execute
and deliver this Agreement, agree and execute any amendments to the
provisions of this Agreement, to give and receive notices and
communications, to agree, to negotiate, enter into settlements and
compromises of, and demand arbitration and comply with orders of courts
and awards of arbitrators with respect to this Agreement, and to exercise all
rights of the Promoters. For the purposes of this Agreement, all rights of the
Promoters shall be exercised by Mr. [•] only and Mr. [•] shall be duly
authorized to exercise such rights on behalf of each such Promoter.
(c) Mr. [•] hereby represents, warrants and undertakes that he has been
irrevocably appointed as agent for each of the Promoters, in terms of Article
22.1 and to undertake all that is contemplated in Article 22.1 of the
Agreement and sub-clause (b) above.
(d) The Agreement and other related documents to which the Company is a
party when executed and delivered by the Company will impose valid and
binding obligations on the Company, enforceable against the Company in
accordance with their terms. The Agreement to which each of the Promoters
is a party will when executed impose valid and binding obligations on the
Promoters, enforceable against the Promoters in accordance with its terms.
(e) No Government Approvals, consent, licenses, approval, order or

authorization of, or registration, qualification, designation, declaration or
filing with, any Governmental Authority or any other Person is required in
connection with the execution and delivery of this Agreement and
performance by the Company and the Promoters of their respective
obligations under the Agreement or the consummation of the transactions
contemplated by the Agreement.
(f) The execution and delivery by the Company and the Promoters of the
Agreement and the performance by the Company and the Promoters of their
respective obligations under the Agreement do not and will not
(i) constitute a breach or constitute a default under the Charter

Documents of the Company;
(ii) result in a breach of, or constitute (with due notice or lapse of

time or both) a default under, conflict with or result in termination of
or give rise to a right of any Person to terminate or vary, or result in
any Encumbrance over the Assets under, any contract to which the
Company or the Promoters are a party or by which they are bound;
(iii) result in a default under or cancellation or revocation of any

permits or consents required by the Company under Applicable Law
for the conduct of any part of its Business;
(iv) result in a violation or breach of or default under any

Applicable Law or regulation or of any order, judgment or decree of
any Governmental Authority to which the Company or the Promoters
are a party or by which the Company or the Promoters are bound;
(v) cause the Company to lose the benefit of any right or privilege
it presently enjoys;
(vi) result in a breach of, any contract or arrangement to which the

Company or the Promoters are a party.
7. SHARE CAPITAL
(a) Annexure [●] the Agreement sets forth true and accurate details of the
authorised share capital, the issued subscribed and paid up share capital, the
shareholding pattern of the Company and details of all Convertible
Instruments issued by the Company and the holders thereof.
(b) The Company does not have in existence any employee stock option,
stock purchase, stock appreciation right or phantom stock option schemes.
(c) The Investor Shares, when issued under this Agreement, (i) will be duly
authorised and validly issued and shall be free and clear of all Encumbrances
and Investor Shares shall be fully paid; and (ii) shall be free of restrictions on
transfer, pre emptive rights, rights of first refusal or other rights other than
restrictions on transfer under the Agreement and the Charter Documents. The
Investor Equity Shares when issued shall rank pari passu with other Equity
Shares and the Investor Preference Shares shall rank senior in priority to all
Convertible Instruments and Shares.
(d) There are no outstanding Convertible Instruments, or agreements for the

subscription from the Company or the sale by the Promoters, as the case may
be, of any shares in the capital stock of the Company or any Convertible
Instruments, and no shares in the capital stock of the Company, or shares
issuable upon exercise of any Convertible Instruments, or other shares
issuable by the Company, are subject to any pre-emptive rights, rights of first
refusal or other rights to subscribe or purchase such shares (whether in favour
of the Company or any other person), pursuant to any agreement or
commitment of the Company or the Promoters.
(e) The Shares of the Company as held by the Promoters are free and clear of
all Encumbrances and no voting or similar agreements exist in relation to the
shares of the Company.
(f) No monies have been received by the Company towards subscription to

any Equity Shares or Convertible Instruments, or as advances which may be
appropriated towards any such subscription.
8. ASSETS
(a) Annexure [●] sets forth the list of all the Assets owned, leased or
acquired on licence basis by the Company. The Company and the Promoters
hereby represent and warrant that for the purpose of conducting the Business
of the Company no other Asset is required apart from what is provided in the
said Annexure [●].
(b) The Company owns, or otherwise has full, exclusive, and legally
enforceable rights to use, all the Assets listed in sub-clause (a) above free of
all Encumbrances.
(c) The Company has good, valid and marketable title to all its properties
and in the case of leased property has valid leasehold interests in all such
properties. The Company enjoys peaceful and undisturbed possession of all
its properties and in the case of licensed premises all leave and license
agreements are valid and subsisting in respect of, all properties, in each case
free and clear of any Encumbrances.
(d) The Company has maintained all tangible Assets in good repair, working
order and operating condition subject only to ordinary wear and tear, and all
such tangible Assets are adequate and suitable for the purposes for which
they are presently being used.
(e) The Company is not in default, violation or breach in any respect under
any lease or leave and license agreement, and no event has occurred that
constitutes or, with notice or the passage of time or both, would constitute a
default, violation or breach in any respect under any lease or leave and
license agreement. Each lease/leave and license agreement in which the
Company is the tenant grants the Company under such lease/leave and
license the exclusive right to use and occupy the premises and rights demised
thereunder.
(f) There is no proceeding pending against the Company and the Promoters
and no notice, whether written or oral, has been received by the Company
and the Promoters in connection with a proceeding pending or threatened,
which materially affects any of the Assets. There is no injunction, decree,
order, writ or judgment outstanding, nor any claims, litigation, administrative
actions or similar proceedings, pending or threatened, relating to the right or
title of the Company to such Assets or any portion thereof to which the
Company or the Promoters are a party.
(g) The owned property of the Company is and to the best knowledge of the
Company, the leased/licensed property of the Company is in material
compliance with all applicable building, zoning, subdivision, health and
safety and other land use laws, as amended, and all insurance requirements
affecting the owned real property and the real property leases (collectively,
the “Real Property Laws”). The current use and occupancy of the owned
real property and operation of the Business of the Company thereon does not
violate any Real Property Laws. The Company has not received any written
notice of violation of any Real Property Law.
(h) The Company has a permanent legal right free from onerous and unusual
conditions to use all roads and conducting media serving each property and
the land held under each lease in the manner in which they are presently used
and neither any of the Promoters nor the Company knows of any imminent or
likely interruption of its right to use these roads or conducting media.
(i) None of the immovable properties is of special architectural or historic

interest such as to make it subject to controls beyond those affecting
buildings generally.
9. FINANCIAL MATTERS
(a) Accounts.
(i) The Accounts have been prepared in accordance with

Applicable Law and Indian GAAP and subject to sub-clause (iii)
below, on a basis consistent with that adopted in preparing the
audited accounts of the Company for the previous Financial Years;
(ii) The Accounts give a true and fair view of the Assets,
Liabilities and state of affairs of the Company at the Accounts Date
and of the profits or losses of the Company for the period concerned;
(iii) The Accounts as at the Accounts Date are true and fair and:
(1) make adequate provision for actual liabilities, whether

statutory or contractual or otherwise;
(2) disclose all material contingent liabilities;
(3) make provision reasonably regarded as adequate for all bad

and doubtful debts.
(iv) The profits and losses of the Company for the periods ended on
the Accounts Date as shown by the Accounts respectively and by the
audited accounts of the Company for previous periods delivered to
the Investor have not been materially affected by changes or
inconsistencies in accounting treatment, by any non-recurring
transactions or items of income or expenditure, by transactions of an
abnormal or unusual nature or entered into otherwise than on normal
commercial terms.
(b) Since the Accounts Date:
(i) there has been no Material Adverse Effect in the financial
position of the Company;
(ii) the Business has been carried on as a going concern in the

ordinary course;
(iii) the Business has not, as of the date of this Agreement, been
materially and adversely affected by the loss of any important
customer or potential customer;
(iv) the Company has not declared, made or paid any dividend or
other distribution to its members;
(v) the Company has not issued or allotted or agreed to issue or

allot any share capital or any other security giving rise to a right over
its capital except as provided in this Agreement;
(vi) the Company has not redeemed, purchased or repurchased or

agreed to do so, any of its shares or Convertible Instruments.
(vii) the Company has not incurred any additional borrowings or

incurred any other indebtedness and except for current liabilities
incurred in the ordinary course of business, nor has it granted any
Encumbrance on any material asset or property;
(viii) the Company has not entered into any Connected Persons
Transaction other than those already in existence; and
(ix) the Company has not changed any principles or guidelines of

its accounting.
(c) Except as disclosed in the Accounts, since the Accounts Date there is no
outstanding guarantee, suretyship or security (whether or not legally binding)
given by the Company for any Person, other than in the ordinary course of
business,
(d) There are no material existing Liabilities, whether actual or contingent, of

the Company other than (i) Liabilities disclosed or provided for in the
Accounts; or (ii) Liabilities incurred in the ordinary and usual course of
business since the Accounts Date.
(e) The Company has devised and maintained systems of internal accounting
controls with respect to the Business sufficient to provide reasonable
assurances that (i) all transactions are executed in accordance with
management’s general or specific authorization, (ii) all transactions are
recorded as necessary to permit the preparation of financial statements in
conformity with GAAP and to maintain proper accountability for items, (iii)
access to their property and assets is permitted only in accordance with
management’s general or specific authorization and (iv) the recorded
accountability for items is compared with the actual levels at reasonable
intervals and appropriate action is taken with respect to any differences.
10. LTITIGATION
(a) Neither the Company nor the Promoters and Directors of the Company
are engaged in, or the subject of any suit, claim, action, litigation, arbitration
or administrative, judicial, government or criminal proceedings (collectively,
“Litigation”), whether as plaintiff, defendant or otherwise.
(b) No Litigation is pending, threatened or expected by or against the

Company, and no Litigation is pending, threatened or expected by or against
any Promoter or the Directors of the Company. There are no facts or
circumstances likely to give rise to any Litigation against the Company,
Promoters or the Directors of the Company.
(c) The Company, Promoters and the Directors of the Company are not
parties to any undertaking or assurance given to any Governmental Authority
or the subject of any injunction, trade restriction relating to the Business
which is still in force.
(d) No order has been made and no resolution has been passed for the
winding up of the Company or for a provisional liquidator to be appointed in
respect of the Company and no petition has been presented and no meeting
has been convened for the purpose of winding up the Company. No receiver
has been appointed in respect of the Company or all or any of its Assets. The
Company is not insolvent or not unable to pay its debts as they fall due.
11. INDEBTEDNESS
(a) Annexure [●]sets out all the details of the Indebtedness of the Company
and Annexure [●] sets out the details of the security provided for such
Indebtedness obtained by the Company.
(b) The Company and the Promoters have not provided any security
(including by way of a charge over assets or by way of a guarantee) to any
Person for Indebtedness of the Company and any third Person has not
provided security for Indebtedness of the Company.
(c) No event or circumstance has occurred which would or could lead to an

event of default under the terms at which any of the Indebtedness has been
obtained (“Financing Documents”) or may lead to all or any of the
borrowing of the Company becoming immediately due and payable or
capable of being declared due and payable, before its normal or originally
stated maturity.
(d) The Company has not received any demand or other notice requiring the
payment or repayment of money before its normal or originally stated
maturity or relating to enforcement of security under the Financing
Documents.
(e) The Company is in compliance with all the terms and conditions of the
Financing Documents and the related security documents in accordance with
their terms and there are no circumstances whereby the continuation of any
such facilities might be prejudiced or affected as a result of the transaction
effected by this Agreement.
(f) Neither the Company nor any of the Promoters are on the Reserve Bank
of India defaulter list.
12. CONTRACTS
(a) Annexure [●] sets forth all the contracts to which the Company is a party,
whether or not set out in the form of an Agreement.
(b) The Company is not in material default in the performance, observance

or fulfilment of any of the obligations, covenants or conditions contained in
any contract to which it is a party as set out in clause 9 (a) above. Each such
contract has been duly authorised, executed and delivered by the Company, is
legal, valid, binding, and in full force and effect and constitutes valid and
binding obligation of each party thereto, enforceable against each party
thereto in accordance with its terms. No party is in material breach of any
such contract nor has informed the Company of its intention to terminate any
such contract prior to the expiration of its term.
(c) The Company is not a party to or bound by any contracts with a

Connected Person. No Connected Person or employee of the Company or any
member of his or her immediate family is indebted to the Company, nor is the
Company indebted (or committed to make loans or extend or guarantee
credit) to any of them.
13. COMPLIANCE WITH LAWS AND INSTRUMENTS
(a) The Company is in full compliance with all Applicable Laws including
but not limited to the Foreign Exchange Management Act, 1999, the
Companies Act, 1956, Registration Act, 1908, etc and there exists no event
that, with notice or passage of time or both, would constitute a conflict,
violation, breach or default with, of or under any (i) Applicable Law, (ii) any
provision of its Charter Documents, or (iii) any contract, or any other
agreement or instrument to which it is party or by which it or any of its
Assets is bound or affected.
(b) Neither the Promoter nor the Company is or has at any time been in
material violation of any Applicable Law in relation to the Business of the
Company (including without limitation any violation which may result in any
liability or criminal or administrative sanction to the Company or otherwise
have a material effect on the ability of the Company to conduct its Business
as currently conducted).
(c) The Company has all Governmental Approvals, necessary for the
conduct of its Business as currently conducted and has conducted its Business
in accordance with such Governmental Approvals.
14. TAXATION
(a) In respect of the Company :
(i) all Tax Returns relating to the Company or the Business of the
Company have been duly and timely filed and are correct and
complete in all material respects;
(ii) all Taxes as required under Applicable Law have been duly
and timely paid, which are being contested in good faith by
appropriate proceedings being diligently conducted by the Company;
(iii) the Company is not currently the beneficiary of any extension

of time within which to file any Tax Return;
(iv) the Company has duly and timely collected, deducted,

withheld, deposited and paid (or there has been paid on its behalf) all
Taxes that are due, or claimed or assessed by any taxing authority to
be due, from or with respect to it including in connection with its
Business or Assets and all returns and filings in connection herewith
have been duly and timely made.
(b) There has been no claim or issue concerning any liability for Taxes of the
Company asserted, raised or threatened by any taxing authority. No audits or
investigations are pending or threatened with respect to any Tax Returns or
Taxes of the Company.
(c) The Company has not (i) waived any statute of limitation, (ii) agreed to
any extension of the period for assessment or collection or (iii) executed or
filed any power of attorney with respect to Taxes, which waiver, agreement
or power of attorney is currently in force.
(d) The execution and delivery of the Agreement and the performance of the
obligations will not cause the Company to incur or sustain any liability for
Tax by reason of the withdrawal of any relief from Tax, which may have
been claimed in any return filed in relation to a period prior to Closing. The
Closing or the exercise of the rights attached to the Investor Shares will not
result in the Company not being entitled to any relief from Tax which the
Company would otherwise have been entitled to.
(e) All goods, services, other inputs for which the Company, has claimed any
exemption, credit, deduction, concession or similar treatment with respect to
any Tax have been or are to be used for the purposes of the Business of the
Company, and the Company has a reasonable basis on which to conclude that
such exemption, credit, deduction, concession or similar treatment is a valid
exemption, credit, deduction or similar treatment available to the extent
claimed.
(f) The Company has paid or deposited the applicable stamp duty on, or in
respect of all material documents as per Applicable Laws to be so subject to
stamp duty in a proper and adequate manner.
(g) In respect of every transaction or series of transactions in respect of

which the Company is subject to any transfer pricing rules under the
provisions of the Income Tax Act, 1961 of India, or any other applicable Tax
Law and in respect of which the Company may be liable to Tax for periods
after execution of the Agreement:
(i) each such transaction has been carried out on arm’s length
terms as determined under the provisions of Applicable Law;
(ii) the Company has prepared and retained all such documentation
as is necessary or reasonable to identify the terms of the transactions
and the methodology used in arriving at arm's length terms for such
transactions as may be prescribed by the relevant Tax Laws,
including but not limited to the information and documents
prescribed as per the provisions of Section 92D of the Income Tax
Act, 1961 of India and the rules made there under.
(h) The Company has not at any time entered into or been party to any
transactions, schemes or arrangements which could result in any claim or
proceeding against the Company pertaining to Tax avoidance.
(i) All reliefs and other Tax benefits shown in the Accounts are valid and
properly claimed and are available to offset profits of the Company subject to
Tax and there are no circumstances in existence, which might cause the
disallowance in whole or part of any such relief or benefit either in the period
before the execution of the Agreement or the period thereafter.
(j) The Company does not have any Tax Claims except to the extent that
provisions have been made in the Accounts.
15. EMPLOYEES
(a) Annexure [●] sets forth the list of the employees of the Company and
their terms of service including the details of all their remuneration from the
Company. The Company has not received any notice of termination of
employment from any employee of the Company.
(b) There are not currently, and have not been in the past three years, labour
disputes subject to any grievance procedure, arbitration or litigation, and
there is no representation petition pending or threatened with respect to any
employee of the Company.
(c) The Company has complied in all material respects with all Applicable
Laws pertaining to the employment or termination of employment of its
employees, including all such Applicable Laws relating to labour relations,
equal employment opportunities, employment practices, prohibited
discrimination or distinction and other similar employment activities.
(d) There is no written employment or consultancy agreements with respect

to any employee of the Company that cannot be terminated by the Company
by giving notice of three months or less to the other parties to such
agreements, without giving rise to any claim for damages or compensation
beyond such notice period.
(e) There is no litigation pending against any employee of the Company in

relation to any employment contract, confidentiality agreement or non-
compete agreement which would materially adversely affect the Company.
(f) There are no other employee benefit plans or bonus, incentive or deferred
compensation, severance, termination, retention, change of control, stock
option, stock appreciation, stock purchase, phantom stock or other equity-
based, performance or other employee or retiree benefit or compensation
plans, programs, arrangements, agreements, policies or understandings, that
provide or may provide benefits or compensation in respect of any employee
or former employee of the Company or the beneficiaries or dependents of any
such employee or former employee or under which any employee is or may
become eligible to participate or derive a benefit.
(g) The Company is in compliance in all material respects with the terms and
conditions of all registrations, licences, permissions and approvals required
by the applicable employment laws, including without limitation, those under
the Contract Labour (Regulation and Abolition) Act, 1970, the Employees
Provident Funds & Miscellaneous Provisions Act, 1952, Payment of Bonus
Act, 1965 and the Payment of Gratuity Act, 1970.
(h) There is no collective bargaining contract, and there are no labour unions
or other organizations representing, purporting to represent or attempting to
represent any employees of the Company.
16. INSURANCE
(a) A list of material insurance policies taken out by the Company is set forth
in Annexure [●].
(b) All insurance policies maintained at present by or on behalf of the

Company are in full force and effect, and all premiums due thereon have
been paid. The Company has complied in all material respects with the terms
and provisions of such policies. The insurance coverage provided by such
policies is appropriate and suitable for the Business of the Company and in
line with the comparable industry practice and complies with obligations
under any contracts entered into by the Company.
17. INTELLECTUAL PROPERTY RIGHTS
(a) The Company does own trademarks, copyrights, patents or any other
Intellectual Property. Annexure [●] sets forth the list of Intellectual Property
registered and applied for registration by the Company.
(b) The processes employed and the products and services dealt in by the
Company both now and at any time within the last six years do not and did
not use, embody or infringe any rights or interests of third parties in
Intellectual Property and no claims of infringement of any such rights or
interests have been made by any third party.
(c) No royalties or other consideration are required to be paid in connection

with the Company’s use and enjoyment of the Intellectual Property.
(d) (i) no claim has been asserted by any Person against the Company with
respect to any Intellectual Property, (ii) nor has the Company asserted a claim
against any Person with respect to any Intellectual Property, and there exists
no valid basis for such a claim, (iii) the consummation of the transactions
contemplated by this Agreement will not materially impair the validity,
ownership or any right to use any Intellectual Property, and (iv) all
Intellectual Property owned (if any) by the Company is owned by the
Company free and clear of any Encumbrances.
(e) There has been no misuse of know-how by the Company and none of the
Promoters have made any disclosure of know-how to any Person other than
the Investor, except properly and in the ordinary and usual course of business
and on the basis that such disclosure is to be treated as being of a confidential
character.
18. CONNECTED PERSONS TRANSACTIONS
All connected persons transactions are entered on an arms’ length basis.
19. ENVIRONMENT
(a) The Company has obtained all Environmental Licences (all of which are
valid and subsisting). The Company has at all times complied with all
applicable Environmental Law and with the terms and conditions of all
Environmental Licences. There are no circumstances reasonably likely to
give rise to any modification, suspension or revocation of an Environmental
Licence. The Company has not received any written notice of a violation of
any Environmental Law or Environmental Licence.
(b) There are no events or conditions that are reasonably likely to interfere
substantially with compliance or continued compliance with any
Environmental Law or Environmental Licences.
(c) There are no past or present events, conditions, circumstances, activities,

practices, incidents, agreements, actions or plans that could reasonably be
expected to prevent compliance by the Company with, or which have given
rise to, or could reasonably be expected to give rise to a material liability to
the Company under applicable Environmental Law.
(d) The Company is not the subject of a material investigation of any

Governmental Authority evaluating whether any remedial action is needed to
respond to a release of any hazardous or toxic waste, substance or constituent
or other substance into the environment.
20. BUSINESS PRACTICES
(a) None of the directors, officers, and employees or other persons acting on
behalf of the Company and the Promoters has been party to the use of any
Assets of the Company for unlawful contributions, gifts or entertainment, the
making of any direct or indirect unlawful payment to government officials or
employees from such Assets, the establishment or maintenance of any
unlawful or unrecorded fund of corporate monies or other Assets, the making
of any false or fictitious entries on the books or records of the Company, or
the making of any unlawful payment. The Company and the Promoters have
complied with all Applicable Laws dealing with improper or illegal
payments, gifts or gratuities, and have not paid, promised to pay or
authorized the payment of money or anything of value, directly or indirectly,
to any person (whether a government official or private individual) for the
purpose of illegally inducing any governmental official or any political party
or official thereof or any candidate for political office to take action
favourable to the Company.
21. DISCLOSURE
(a) No representations, warranties or statements made by the Company and

the Promoters in this Agreement or the Schedules attached hereto or in any
management certificates, furnished or to be furnished by the Company
whether in the course of the Investors’ due diligence investigation of the
Company or otherwise, contains or will contain any untrue statement of a
material fact, or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make the statements contained herein
or therein, in light of the circumstances under which they were made and at
the time at which they were made, not misleading.
22. SUBSIDIARIES; OWNERSHIP INTERESTS
(a) Annexure [●]sets forth, (1) with respect to each Person (which is a
corporate entity) in which the Company or any of the Promoters holds
directly or indirectly shares, partnership interests or other equity interests, or
any warrants, options or other rights to acquire the same: (i) such Person’s
name and jurisdiction of incorporation or organization; (ii) such Person’s date
of incorporation or organization; (iii) such Person’s authorized share capital
or other equity interests (including such warrants, options and other rights);
(iv) the number and type of such Person’s issued and outstanding share
capital, partnership interests or other equity interests (including such
warrants, options and other rights); and (v) the current ownership of such
share capital, partnership interests or other equity interests, and such
warrants, options and other rights (including percentage of outstanding
capital represented thereby on a fully diluted basis). Neither the Company nor
any of the Promoters have any investment in, and holds no, shares,
partnership interests or equity interests (or warrants, options or other rights to
acquire the same) of any other Person; and (2) with respect to each Person
(which is not a corporate entity) in which the Company or any of the
Promoters holds directly or indirectly any interest (i) such Person’s name and
jurisdiction of organization; (ii) such Person’s date of organization; (iii) any
other persons who hold interests in such Person.
(b) Each subsidiary of the Company is a company duly incorporated or

organized, validly existing and, if applicable in its jurisdiction of
incorporation or organisation, in good standing under the Laws of its
jurisdiction of incorporation or organization and has full corporate power and
authority to own, lease and operate the assets and properties it now owns,
leases and operates and to carry on its business as now being conducted and
as proposed to be conducted. Each subsidiary of the Company is duly
qualified and licensed and, if applicable, is in good standing to do business in
each jurisdiction in which the nature of the business conducted by it or the
property owned, leased or operated by it makes such qualification or
licensing necessary.
(c) With respect to each subsidiary of the Company, the Company, directly
or indirectly, owns, beneficially and of record, the interests identified on
Annexure [•], free and clear of all Encumbrances, and all such interests are
duly authorized, validly issued, fully paid and non-assessable and free of pre-
emptive rights. Except for this Agreement, there are no Contracts proposed or
in effect with respect to the voting or transfer of any interest in the Company
or any subsidiary of the Company.
(d) The warranties contained in Clauses 1 to 17 of this Schedule and in the

whole of Clause 18 of this Schedule shall be deemed to be applicable, mutatis
mutandis, to each subsidiary of the Company and each of its subsidiaries with
the following modifications:-
(i) References to the Company shall be deemed to be references to
each of such subsidiaries; and
(ii) References to the Accounts shall be deemed to be references to
the accounts of each of such subsidiaries and companies.
SCHEDULE 9
PRE-CLOSING
1. Access
Pending Closing the Promoters and the Company shall:
()a procure that the Investor, their agents and representatives are given
fullsuch access to the Land and to the books and records of the
Company as reasonably necessary for due diligence; and
()b provide such information regarding the businesses and affairs of the
Company as the Investor may require, including but not limited to
quarterly financials, board packs, information about material
litigation and other records.
2. Conduct of business
Pending Closing each of the Promoters and the Company shall exercise all rights and
powers available to it so as to procure that, except with the written consent of the
Investor, the Company shall not, other than in the ordinary course of business:
()a incur any expenditure exceeding INR 25,000,000 on capital account;

or
()b dispose of or grant any option or right of pre-emption in respect of

any part of its assets except in the ordinary course of trading; or
()c borrow any money (except borrowings from its bankers not
exceeding INR 25,000,000 or make any payments out of or drawings
on its bank account(s) (except routine payments); or
()d enter into any unusual or abnormal contract or commitment or:
()e grant any lease or third party right in respect of any of the Properties
or transfer or otherwise dispose of any of the Property; or renew,
terminate or alter any Lease;
()f make any loan;
()g enter into any leasing, hire subscription or other agreement or

arrangements for payment on deferred terms; or
()h declare, make or pay any dividend or other distribution or do or allow

to be done anything which renders its financial position less
favourable than at the date of this Agreement; or
()i grant, issue or redeem any mortgage, charge, debenture or other

security or give any guarantee or indemnity; or
()j make any change in the terms and conditions of employment of any
of its directors or employees or employ or terminate (except for good
cause) the employment of any person or appoint or settle the terms of
appointment of any managing director, general manager, chairman,
financial controller or other key manager(s); or
()k make, or announce to any person any proposal to make, any change
or addition to any benefit of or in respect of any of its directors or
employees or former directors or former employees (or any
dependant of any such person) or grant or create any additional
benefit; or
()l permit any of its insurances to lapse or do anything which would

make any policy of insurance void or voidable; or
()m create, issue, subscription or redeem any class of share or loan

capital; or
()n cease to conduct or carry on the business of the Company

substantially as now conducted or change any part of its business
activities;
()o other than as required under this Agreement, increase, reduce or

cancel the authorized or issued share capital of the Company or issue,
allot, subscription or redeem any shares or securities convertible into
or carrying a right of subscription in respect of shares or any share
warrants or grant or issue any options rights or warrants or which
may require the issue of shares in the future or do any act which has
the effect of diluting or reducing the effective shareholding of the
Investor in the Company;
()p amend the accounting policies previously adopted or change the

financial year of the Company;
()q appoint or change the auditors of the Company;
()r acquire any investment or incur any commitment in excess of INR

1,000,000 at any time in respect of any one transaction or in excess
of INR 10,000,000 at any time in related transactions in any financial
year of the Company;
()s sell, transfer, license, charge, encumber or otherwise dispose of any

Intellectual Property Rights owned by the Company;
()t pass any resolution for the winding up of the Company or undertake
any merger, reconstruction or liquidation exercise concerning the
Company or apply for the appointment of a receiver, manager or
judicial manager or like officer;
()u other than as required under this Agreement, make any alteration or
amendment to the constitutional documents of the Company;
()v approve or make adjustments or modifications to terms of

transactions involving the interest of any director or shareholder of
the Company, including but not limited to the making of any loans or
advances, whether directly or indirectly, or the provision of any
guarantee, indemnity or security for or in connection with any
indebtedness or liabilities of any director or shareholder of the
Company;
()w acquire any share capital or other securities, assets or business of any
Person or merge or consolidate with or into any other Person or the
establishment of any brands;
()x approve any transfer of shares in the Company;
()y enter into or amend the terms of or terminate any material contracts;
()z in any other way depart from the ordinary course of its day-to-day
trading; or
()aa agree, conditionally or otherwise, to do any of the foregoing.
3. Avoidance of change in warranted position
Pending Closing, and except with the written consent of the Investor, the Promoters
and the Company shall not, and shall procure that the Company shall not, do or omit
to do, or cause to be done or omitted to be done, any act or thing which would result
(or be likely to result) in a breach of any of the Warranties at Closing.
4. Notice of any change
Each of the Promoters and the Company shall immediately notify the Investor of any
matter or thing which arises or becomes known to it before Closing which
(notwithstanding the preceding paragraph):
()a constitutes (or would after the lapse of time constitute) a

misrepresentation or a breach of any of the Warranties or the
undertakings or other obligations on the part of the Promoters and the
Company under this Agreement; or
()b would constitute (or be likely to constitute) a breach of any of the

Warranties at Closing.
5. Right of rescission
If before Closing:
()a any material breach of the Warranties comes to the notice of the
Investor; or
()b any The Promoters and the Company is in material breach of any
obligation on its part under this Agreement or any related agreement
and, where that breach is capable of remedy, it is not remedied to the
Investor’s satisfaction; or
()c anything occurs which, had it occurred on or before the date of this
Agreement, would have constituted a material breach of the
Warranties; or
()d anything occurs (except something arising from an act or omission of

the Investor) which has, or would be likely to have after Closing, a
material adverse effect on the financial condition, prospects or
business of the Company (as presently carried on) including but not
limited to any of the following:
()i a strike, lock-out or other significant industrial dispute

arising or being threatened;
()ii any litigation or arbitration proceedings being instituted or

threatened by or against the Company;
()iii any significant fixed asset of the Company being destroyed

or damaged;
()iv any proposal for the compulsory acquisition of any Land or

of any right over any Land, any early termination of any
lease or licence (or sub-lease or sub-licence) in respect of
any Property (whether the Company is the landlord, tenant,
licensor or licensee), any attempt by any third party to
acquire title to or rights over any Land or any notice from
any authority adversely affecting any Land;
()v any director dying, becoming permanently incapacitated or

terminating or giving notice to terminate his employment
then, but without prejudice to any other rights or remedies available to the Investor,
the Investor may without any liability to the Promoters and the Company elect not to
complete the Subscription by giving notice to the Promoters and the Company.
SCHEDULE 10
“RESOLVED THAT neither the Company nor its Board of Directors have, and shall at any
time hereafter, have any objection to any investments made or proposed to be made by [•]
(“the Investor”), or any of the Investor’s respective affiliates, in such businesses as the
Investor or any of its affiliates may deem fit, notwithstanding that the business in which such
investment is made or proposed to made is in the same or allied field as the present or future
businesses of the Company.
RESOLVED FURTHER that the aforesaid resolution be communicated to the Investor by

any Director of the Board or the Company Secretary.”
SCHEDULE 11
CERTIFICATE BY THE COMPANY REGARDING GOOD STANDING AND/OR

COMPLIANCE WITH LAWS
[On the letterhead of the Company]
1. This certificate is delivered to BTS India Private Equity Fund Limited, Mauritius, a
company incorporated under the laws of [•], having its principal place of business at [●] (the
“Investor”), pursuant to Article 4.1 (k) of the Share Subscription and Shareholders
Agreement dated [●] (the “Agreement”), by and among the Investor, [•], a company
incorporated in India (“Company”) and the Promoters of the Company, relating to the
investment by the Investor in the Company.
2. Capitalized terms not defined herein shall have the meanings as set forth in this
Agreement.
3. We certify that as of the date of Closing:
(a) The Company has the corporate power and authority to own and
operate its assets and properties and to carry on its business as currently
conducted and proposed to be conducted.
(b) The copies of the Memorandum and Articles of Association,

constituent documents or bye-laws, as the case may be, of the Company
(“Charter Documents”) filed with the Registrar of Companies / regulatory
authorities in its jurisdiction are true and complete copies, and the Company
has complied with all the provisions of its Charter Documents and, in
particular, has not entered into any ultra vires transaction. All legal and
procedural requirements and other formalities concerning such Charter
Documents have been duly and properly complied with in all respects.
(c) The statutory registers and books including the minute books and
register of members of the Company have been properly and accurately
maintained and written up to date in all material respects and contain full and
accurate records of all resolutions passed by the directors and the
shareholders of the Company and all issuances and transfers of shares or
other securities of the Company. All such documents are in its possession or
under the control of the Company. The register of members of the Company
contains a complete and accurate record of the members of the Company.
(d) There is no investigation or enquiry by, nor any notice or

communication or order, decree, decision or judgment of, any court, tribunal,
arbitrator, governmental agency or regulatory body outstanding or received
by and against the Company, with respect to an alleged actual violation
and/or failure to comply with any Applicable Law or Charter Document.
(e) No order has been made, petition presented, resolution passed or
meeting convened for the winding up (or other process whereby the business
is terminated or the assets of the Company are distributed amongst its
creditors and/or shareholders or other contributories) of the Company and
there are no cases or proceedings under any applicable insolvency, re-
organization, or similar Laws concerning the Company and no events have
occurred which, under applicable laws, would justify and result in any such
cases or proceedings and no receiver, liquidator, trustee, administrator,
custodian or similar official has been appointed in respect of the whole or any
part of the business or assets of the Company.
Sincerely yours,
For [Name of entity]
_________________
SCHEDULE 12
FORM ON NOC FROM THE PROMOTERS AND THE COMPANY FOR EXISTING
BUSINESS
[ON THE LETTERHEAD OF THE PROMOTER/THE COMPANY]
Date:
To,
BTS India Private Equity Fund Limited, Mauritius
[•],
Mauritius
RE : NO OBJECTION LETTER
1. This is with reference to your proposed subscription to the equity shares of Caravel
Logistics Private Limited (the “Company”). We understand that BTS India Private
Equity Fund Limited (the “Investor”) is a company established in the Republic of
Mauritius as a private limited company under the Mauritious Companies Act and is
managed by BTS Group.
2. I am a promoter of the Company, and along with the other promoters and the persons
acting in concert with the promoters, we hold [•]% of the issued and paid-up share
capital of the Company.
3. For myself and on behalf of the other promoters and persons acting in concert, I
hereby irrevocably and unconditionally agree and confirm that we have no objection
to you and/or any other entity forming part of the BTS Group and/or its affiliates or
associates, undertaking any investment in any existing or new companies in India,
including entering into any agreement, business, collaboration, trademark
arrangement or technology collaboration arrangement or joint venture with any
person in India, in any areas including in the same or allied field as the business being
carried on by the Company and/or its subsidiaries, associates or affiliates.
4. For this purpose each of us shall in future, if you so request, promptly provide you
any additional support which you may request, including duly executing and
delivering all further letters, resolutions, documents and consents as may be requested
or required in relation to any Indian legal or regulatory requirements.
5. We also confirm that investments as aforesaid by you or by other entities forming

part of the BTS Group will not in any way prejudice the interest of the Company or
its shareholders/stakeholders (in their capacity as shareholders of the Company).
6. For the avoidance of doubt it is hereby clarified that this no objection shall be valid
for an indefinite term, notwithstanding that you or your affiliates cease to be
shareholders of the Company.
7. We recognize, agree and confirm that this letter is binding on us and our successors in
interests and assigns without any restriction whatsoever and without any reference or
intimation to us.
Yours sincerely,
[•]
SCHEDULE 13
FORM OF NON DISPOSAL UNDERTAKING
[ON THE LETTERHEAD OF THE PROMOTERS]
Date:
BTS India Private Equity Fund Limited, Mauritius
[•],
Mauritius
Re: Non- Disposal Undertaking
We refer to the Share Subscription and Shareholders’ Agreement dated [insert] (the
"Agreement") entered into between Caravel Logistics Private Limited (the
"Company"), a company incorporated and registered in India under the provisions of
the Companies Act, 1956, having its registered office at [•] promoted by us of the
first part and your Fund of the third part.
We agree and acknowledge that your Fund has invested into the Company relying
upon the stake held by us in the Company and our participation in the management
and the day to day affairs of the Company.
We hereby, jointly and severally, undertake not to sell, create any charge, pledge,
lien, option, restriction, right of pre-emption, third party right or interest or any other
form of encumbrance or security interest of any kind, or another type of preferential
arrangement (including, a title transfer or retention arrangement) or dispose (whether
for or without consideration or, whether directly or indirectly), any of the Shares held
by us in the Company or any interest therein except in terms of this Agreement.
Yours sincerely,
SCHEDULE 14
COMPLETION OF CONDITIONS PRECEDENT
To,
[•]
Dear Sir(s)
Re: Closing of Conditions Precedent
We refer to the Share Subscription and Shareholders Agreement dated [•] executed between
the Investor, the Company and the Promoters (“the Agreement”).
We hereby confirm and declare that as of the date hereof we have complied with the
Conditions Precedent specified in Article 4 of the Agreement.
Enclosed please find documents evidencing such compliance.
Capitalized words and expressions used in this letter but not defined herein shall have the
same meaning as assigned to them in the Agreement.
Yours sincerely,
______________
(Company)
(Promoters)
SCHEDULE 15
COMPANY COVENANTS
A. GENERAL
A.1 Constitutional and corporate documents
The Company covenants that it shall:
(1) maintain its due incorporation and ensure that its articles of association are in
accordance with all the Applicable Laws and regulations.;
(2) keep all statutory books and registers including the register of members properly;
(3) correctly make up, duly file and/or deliver all returns and particulars, resolutions and
other documents that it is required by law to file with or deliver to any relevant
authority; and
(4) keep full minutes of Company Board meetings and meetings of any committee of the
Company Board including details of the Directors in attendance, the matters
discussed and the resolutions tabled.
A.2 Compliance with laws
The Company covenants that it shall:
(1) use its best efforts to ensure that neither itself nor any of its officers, agents or
employees (during the course of their duties) does or omits to do anything which is a
contravention of any law, regulation or the requirements of any regulatory body. The
Company will (i) comply with all applicable rules, laws, requests, orders, statutes and
judgments of any governmental entities that have an impact on or are enforceable
against them and ensure that the representations and warranties contained in Schedule
8 of the Share Subscription and Shareholders Agreement remain true and accurate
throughout the term of this Agreement; (ii) apply for, maintain and ensure compliance
with all consents, waivers, licenses necessary for the conduct of its business; and (iii)
maintain its due incorporation and proper formation; and
(2) Shall keep complete and accurate books and records, statutory records and share
registers.
A.3 Licences and consents
The Company covenants that it shall apply for, maintain, and ensure the compliance
with, of all Licences and conduct its business in accordance with all the Applicable
Laws and regulations.
A.4 Conduct of Business
The Company covenants that it shall conduct the Business only through itself and
with adequate due diligence.
A.5 Compliance with this Agreement
The Company covenants that it shall at all times complies fully with this Agreement.
B. ACCOUNTS AND FINANCIAL
The Company covenants that it shall prepare and maintains accounts:
(i) in accordance with Indian GAAP and the Applicable Law and regulations;
(ii) that correctly state the Assets and liabilities of the Company and give a true
and fair view of the state of affairs of the Company and of the profit or loss of
the Company;
(iii) that contain either provisions adequate to cover, or full particulars in notes of,
all Taxation (including deferred taxation) and other liabilities (whether
quantified, contingent or otherwise) of the Company; and
(iv) that have been duly filed in accordance with the Applicable Law.
C. INSURANCE
(1) The Company covenants that it shall exercise all rights and powers available to it to
procure that all the Assets of an insurable nature are at all times insured in amounts
representing their full replacement or reinstatement value against fire and other risks
normally insured against by persons carrying on the same classes of business as the
Business and the Company and are at all times been adequately covered against
accident, damage, injury, third party loss, loss of profits and other risks normally
covered by insurance.
(2) The Company covenants that it shall exercise all rights and powers available to it to
procure that it has taken out product liability policies:
(i) covering risks normally insured against by persons carrying on the same
classes of business as the Business and the Company in the territories in
which the Company conduct its Business; and
(ii) that comply with the Company’s obligations under any contract to which it is
party.
D. TAXATION
D.1 General
(1) Taxation liabilities
The Company covenants that it shall exercise all rights and powers available to it to
procure that all Taxation of any nature whatsoever for which the Company is liable
and which has fallen due for payment is duly paid.
(2) Taxation returns
procure that all notices, computations and returns are properly and duly submitted by
the Company to the relevant Taxation authorities and all information, notices,
computations and returns submitted to such authorities are true, accurate and
complete and that all records which the Company is required to keep for Taxation
purposes or which would be needed to substantiate any claim made or position taken
in relation to Taxation by the Company are duly kept and are available for inspection
at the premises of the Company.
D.2 Deductions and withholdings
procure that the Company has made all deductions in respect, or in account, of any
Taxation from any payments made by it which it is obliged or entitled to make and
has accounted in full to the appropriate authority for all amounts so deducted.
SCHEDULE 16
FORM OF COMPLIANCE CERTIFICATE
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SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

THE PERSONS LISTED IN SCHEDULE 1

BTS INDIA PRIVATE EQUITY FUND LIMITED

CARAVEL LOGISTICS PRIVATE LIMITED

1.DEFINITIONS & INTERPRETATIONS.....................................................................4

2.INVESTOR PREFERENCE SHARES AND WARRANTS.....................................12

SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

THIS SHARE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT made at

2. The Persons listed in Schedule 1, (hereinafter collectively referred to as the

3. Caravel Logistics Private Limited, a private limited company incorporated under

A. The Company is a private limited company engaged in the business of providing

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND

1. DEFINITIONS & INTERPRETATIONS

“Affiliate” means and includes:

(iii) who is a Relative of any of the Promoters.

“Agreement” means this Share Subscription and Shareholders Agreement as from

“Article” means article or clause of this Agreement;

()A “BTS Group” shall include the Investor, funds managed/operated by

“Charter Documents” shall mean the Articles of Association and Memorandum of

“Closing” means closing as defined in Article 3.1 hereto;

“Company Articles” means the Articles of Association of the Company or any

“Company Board” or “Board of Directors” means the board of directors of the

“Confidential Information” means any and all confidential or proprietary

Notwithstanding the above, however, no information constitutes Confidential

“Connected Persons” of the company includes:-

(a) any Affiliate of the Company;

(f) the Promoters, Promoter Directors or any of their Affiliates;

Provided that any reference to a “director” of the Company in the aforementioned

“Connected Persons Transactions” means any transaction between the Company

“Conversion Date” shall have the meaning as ascribed to it in Clause 2.2(a);

“Convertible Instruments” means warrants, options or any other financial

“Deed of Adherence” means a deed to be executed by the transferee of any shares

“Encumbrance” means any encumbrance including without limitation any security

“Equity Share Holders” or “Shareholders” mean holders of the Shares of the

“Governmental Authority” means any governmental, semi-governmental,

“Government Approvals” means any consent, approval, authorization, waiver,

“Indemnified Persons” has the meaning given to it in Clause 14.1.

“Indebtedness” as applied to any Person, means, without duplication, (a) all

“Intellectual Property Rights” means (i) copyright, patents, know-how, confidential

“Investor Directors” means the nominee directors of the Investor appointed in

“Investor Preference Shares” means the cumulative compulsory convertible

“Losses” shall have the meaning assigned in Article 14.1;

“Material Adverse Effect” shall mean a material adverse effect on:

(i) The validity or enforceability as against the Company or Promoters of this

“Person” shall mean any individual, sole proprietor, unincorporated association,

“Promoters Directors” mean the nominee directors of the Promoters appointed in

“Promoter Warrants” shall mean the aggregate of 170,000 convertible warrants to

“Strategic Investor” shall mean any entity engaged in or intent to enter in a

“Warranties” means the warranties, representations, covenants and undertakings of

2. INVESTOR PREFERENCE SHARES AND WARRANTS

2.1. Subscription to Investor Preference Shares:

2.2. Conversion of Investor Preference Shares

(iii) The Normalised Earnings shall be arrived at by the audit firm,

2.3. Subscription to Promoter Warrants:

S. No. Name of the Promoter Allottee Number of Promoter

2.4. Conversion of Promoter Warrants

(iii) Upon receipt of evidence reasonably satisfactory to the Company of

3. CLOSING AND SUBSCRIPTION

3.2. Closing Obligations of the Investor

3.3. Closing Obligations of the Company and the Promoters

A. the issue and allotment of the Investor Preference Shares to

B. Appointment of one person nominated by the Investor being

C. Convening an extraordinary general meeting of the Company

(v) The Company shall hold an extraordinary general meeting at which