RESTATED SHAREHOLDERS’ AGREEMENT

DATED [●], 2023

AMONG

NEONATAL CARE & RESEARCH INSTITUTE PRIVATE LIMITED (THE COMPANY)

AND

DR. ADARSH SOMASHEKAR AS THE “PROMOTER”

AND

(A) TARA INDIA TRUST FUND IV

(B) KOIS HOLDINGS

(collectively, the “INVESTORS”)

AND

THE PERSONS SPECIFIED IN SCHEDULE I (THE OTHER SHAREHOLDERS)

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 RESTATED SHAREHOLDERS’ AGREEMENT

This Restated Shareholders’ Agreement dated [●], 2023 (“Agreement”) is executed on this
[●] day [•] of, 2023, amongst:

Neonatal Care & Research Institute Private Limited, a company incorporated under
the Companies Act, 1956, having its registered address at No. 916, 5 th A Cross, Outer Ring
Road HRBR Layout, Kalayan Nagar, Bengaluru, Karnataka- 560043, offering health services
under the brand name ‘Ovum Hospitals’ (hereinafter referred as “NCRI” or “Company”
which expression shall mean and include its successors-in-office and permitted assigns) of
the FIRST PART;

And

Dr. Adarsh Somashekar (PAN AHMPA8872F) son of Mr. Somashekara Reddy H.R. and
currently residing at No. 41, Sunset Boulevard, Kasturba Road Cross, Bengaluru-
560001(hereinafter collectively referred to as the “Promoter”, which expression shall,
unless repugnant to the meaning or context thereof be deemed to mean and include his
heirs, executors, successors in interest and permitted assigns) of the SECOND PART;

And

Tara India Fund IV Trust, a trust registered under the provisions of Indian Trusts Act,
1882, whose trustee is Vistra ITCL (India) Limited having its registered office at IL&FS
Financial Centre, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai-
400051, acting for the purposes of this Eighth Amendment Agreement though its Investment
Manager, Kois India Investment Advisors Private Limited, a company incorporated under the
provisions of the Companies Act, 1956 and having its registered office at Floor 6, Anand 105,
Pali Hill, Dr. Ambedkar Road, Bandra West, Mumbai 400050 (hereinafter referred to as
“Tara” which expression shall, unless repugnant to the meaning or context thereof, be
deemed to mean and include its successors in interest and permitted assigns), of the THIRD
PART;

And

KOIS Holdings, a common law civil company incorporated under Section 46 of the Belgian
Companies Code and having its registered office at Rue De Livourne 41, 1050 Brussels,
Belgium (Permanent Account Number AAGCK1912N) (hereinafter referred to as “KOIS
Holdings” which expression shall, unless repugnant to the meaning or context thereof, be
deemed to mean and include its successors in interest and permitted assigns), of the
FOURTH PART;

Tara and KOIS Holdings shall hereinafter be collectively referred to as the “Investors”.

And

The Persons specified in Schedule I (hereinafter collectively referred to as the “Other

Shareholders”, which expression shall, unless repugnant to the meaning or context thereof
be deemed to mean and include their heirs, executors, successors in interest and permitted
assigns) of the FIFTH PART.

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The Company, Promoter, Investors and the Other Shareholders are hereinafter collectively
referred to as the “Parties” and individually as a “Party.”

WHEREAS:

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

maternity, IVF, neonatal, paediatric and gynaecology services, and currently (a) owns
and operates a hospital and an IVF centre under the brand name ‘Ovum’ in
Bangalore; (b) operates a neo-natal intensive care unit at Milann Hospital, Bangalore;
and (c) deputes its doctors for providing services at the neo-natal intensive care unit
at CMH Hospital, Bengaluru.

B. The shareholders of the Company as on the date hereof are set out in Schedule I and
the capital structure of the Company (on a Fully Diluted Basis) as on the date hereof
is set out in Schedule II hereto;

C. The Parties entered into the Share Subscription and Shareholders Agreement dated
May 11, 2016 (“SSHA”). The SSHA was amended by the First Amendment
Agreement dated July 06, 2016, (“First Amendment”), further amended by the
Second Amendment Agreement dated September 15, 2017 (“Second
Amendment”), further amended by the Third Amendment Agreement dated April
24, 2018 (“Third Amendment”), further amended by the Fourth Amendment
Agreement dated July 09, 2019 (“Fourth Amendment”), further amended by the
Fifth Amendment Agreement dated March 12, 2021 (“Fifth Amendment”), further
amended by the Sixth Amendment Agreement dated December 24, 2021 (“Sixth
Amendment”) and further amended by the Eighth Amendment Agreement dated
April 03, 2023 (“Seventh Amendment”). For the purpose of this Agreement, the
SSHA, along with all its amendments as recorded hereinabove, shall be collectively
referred to as the “Original SSHA.”

D. The Parties intend to restate the terms of the Original SSHA to set out the
relationship of each of the shareholder vis-à-vis the Company; and

E. It is the understanding among the Parties that their rights and obligations with regard
to the Company and the Business including the organization, operation and
management of the Company shall be interpreted, acted upon and governed in
accordance with the terms and conditions of this Agreement and in the spirit hereof.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS,

COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY THE PARTIES, THE PARTIES
HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

[●]

1.1. Rules of Interpretation

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1.1.a. All references in this Agreement to statutes shall be construed as meaning and
including references to:
(a) any amendment, consolidation, re-enactment or succeeding enactment for
the time being in force; and
(b) all statutory instruments, orders, rules, regulations, etc made pursuant to
such statutes.
1.1.b. Words denoting the singular shall include the plural and vice versa and words
denoting any gender shall include all genders. Where a word or phrase is defined,
other parts of speech and grammatical forms of that word or phrase shall have
the corresponding meanings.
1.1.c. The term “herein”, “hereof”, “thereof”, “hereby” and words of similar nature
refers to the Definitive Agreements as a whole and not to any particular Clause,
article or section of this Agreement.
1.1.d. References to recitals, clauses, annexures or schedules are, unless the context
otherwise requires, to recitals to, clauses of or annexures to or schedules to this
Agreement. Reference to the Definitive Agreements or any other agreement,
deed or other instrument or document shall be construed as a reference to such
agreement, deed or other instrument or document as the same may from time to
time be amended, varied supplemented or novated, in accordance with the terms
thereof. The recitals, schedules, and annexures to this Agreement form an
integral part of this Agreement.
1.1.e. Any reference to 'writing' includes printing, typing and other means of
reproducing words in visible form. Notwithstanding anything to the contrary
contained elsewhere, all approvals or consents to be granted by the Investors
under this Agreement shall be deemed to mean approvals or consents in writing.
Notwithstanding anything to the contrary contained elsewhere, all approvals or
consents to be granted by the Investors under this Agreement shall be deemed to
mean approvals or consents in writing and by each of the Investors separately.
1.1.f. The terms ‘include’ and ‘including’ shall mean ‘include/including without
limitation’.
1.1.g. The titles of the Clauses, Sub-clauses, Annexures and Schedules of this
Agreement are for convenience of reference only and do not form part of the
operative provisions of this Agreement and are not to be considered in construing
this Agreement.
1.1.h. This Agreement shall be construed according to its fair language. The Parties
have participated jointly in the negotiation and drafting of the Definitive
Agreements; accordingly in the event an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favouring or
disfavouring any Party by virtue of the authorship of any provisions of the
Definitive Agreements.
1.1.i. Any payment, which is to be made on a day, which is not a Business Day, shall be
made on the next Business Day of the same month (if there is one) or the
preceding Business Day in the same month (if there is not).
1.1.j. For purpose of this Agreement, wherever used, the term “knowledge” means the
Company’s or Promoters’ knowledge after due and diligent inquiries by such
Person or by officers and directors of such Person reasonably believed to have
knowledge of the matter in question.

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1.1.k. For purpose of this Agreement, wherever used, the term “best efforts” or similar
phrase shall mean that such Party makes all possible verifiable efforts to the best
of its ability to achieve the desired result.
1.1.l. Notwithstanding anything to the contrary contained in the Definitive Agreements
all returns and amounts due to the Investors under the Definitive Agreements
shall be computed from the date of the Investment up to the date on which the
amounts due to the Investors are actually realized by them and shall be
calculated on a net of Tax basis.
1.1.m. Transactions between the Company and any Related Party shall in no event be
considered to be in the ordinary course of business of the Company.
1.1.n. The rights and obligations of Promoters, the Investors and the Company in
respect of their business relationship with each other and the business
relationship of the Promoters and the Investors with the Company, including the
operation and management of the Company shall be interpreted, acted upon, and
governed in accordance with the terms and conditions of the Definitive
Agreements in supersession of all previous term sheets, agreements and
understandings between any of the Parties.
1.1.o. Where any statement in this Agreement is qualified by the expression “material”
on, to or 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 or
liabilities of the Company.
1.1.p. Notwithstanding anything to the contrary contained elsewhere but subject to the
provisions of this Agreement, (i) all references to the term “Tara” and “KOIS” in
the Definitive Agreements shall be deemed to refer to Tara and KOIS respectively
as well as any of their respective permitted transferees and any Affiliates and
nominees through whom they opt to acquire Dilution Instruments in the Company
in the manner specified in this Agreement; and (ii) all references to the term
“Promoter(s)” appearing in the Definitive Agreements shall be deemed to refer to
the Promoter(s) as well as any of their permitted transferees, and persons
through whom the Promoter(s) opt to acquire Dilution Instruments of the
Company in accordance with the Definitive Agreements. In addition to the terms
defined in Clause 1.1, certain other terms are defined elsewhere in this
Agreement including without limitation in the Schedules and Annexures hereto
and whenever such terms are used in this Agreement, Schedules or Annexures as
the case may be they shall have their respective defined meanings, unless the
context expressly or by necessary implication otherwise requires.
1.1.q. As a result of acquisition of all the shares and securities held by Norwest Venture
Partners X – Mauritius in the Company by KOIS Holdings, the SSHA was amended
by way of Seventh Amendment pursuant to which all reference to Norwest
Venture Partners X – Mauritius, in any form in the SSHA, will be read as KOIS
Holdings.
1.1.r. Notwithstanding anything to the contrary contained elsewhere in the Definitive
Agreements, in all instances in the Definitive Agreements: (i) where the Company
or the Promoters are obliged to purchase the shareholding of the Investors at a
particular return, in the event the Company or the Promoters are restricted under
Law from purchasing the shareholding of any Investor at such return, then such
Investor shall, at its sole discretion, have the right to require the Company and/or

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 the Promoters to purchase the shareholding of the said Investor at the highest
price permissible under Law, such price not being higher than such return; and (ii)
where the Company or the Promoters are obliged to purchase the entire
shareholding of the Investors, in the event the Company or the Promoters or both
are restricted under Law from purchasing the entire shareholding of an Investor,
then such Investor shall, at its sole discretion, have the right to require the
Company or the Promoters or both to purchase the maximum shareholding of the
said Investor as is permissible under Law.
1.1.s. Notwithstanding anything to the contrary contained elsewhere, the exercise of
the Buy-back Option and Put Option by the Investors that are Non-resident
Entities shall be subject to the restrictions prescribed by FEMA in this regard.
1.1.t. Any reference to a document in “agreed form” is to a document in a form agreed
between the Parties and initialed for the purposes of identification for and on
behalf of each of them (in each case with such amendment as may be agreed by
or on behalf of the Parties).

2. REPRESENTATIONS & WARRANTIES

The Company and each of the Promoters hereby jointly and severally make each of
the Representations and Warranties to the Investors, as set out herein and Schedule
[●] hereto and the Other Shareholders hereby severally make each of the
representations and warranties as set out in this clause. The Company and each of
the Promoters jointly and severally, hereby represent and warrant to the Investors
that:

2.1. In respect of the Company:

2.1.1. The Company has the power and authority to execute and deliver the Definitive
Agreements. The execution and delivery of the Definitive Agreements has been
duly authorised and approved by its Board and Shareholders and does not require
any further authorisation or consent of any other Person and upon execution and
delivery by it will be a legal, valid and binding obligation of the Company,
enforceable in accordance with its terms;
2.1.2. The execution and delivery of the Definitive Agreements by the Company, the
transactions contemplated in the Definitive Agreements and promises,
agreements and undertakings under the Definitive Agreements do not violate any
Law 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 and there is no legal bar on the
issue and allotment of the Investor Preference Shares to the Investors by the
Company in the manner specified in this Agreement;
2.1.3. The purchase by the any investors of the equity shares in accordance with any
share purchase agreement entered in pursuance of this Agreement does not
violate the Articles 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;
2.1.4. The issued, subscribed and paid up share capital of the Company on a Fully
Diluted Basis, on the Execution Date (before the Investment by the Investors) is
as specified in Part A of Schedule II hereof;
2.1.5. All Shares as specified in Schedule II are issued, subscribed and fully paid up. No
options, warrants, other convertible instruments or share application money exist
in respect of the share capital of the Company.

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2.2. Each of the Promoter jointly and severally represent and warrant to the
shareholders that:
2.2.1. They have the power and capacity to execute and deliver the Definitive
Agreements and all approvals required for executing the Definitive Agreements
and entering into the transactions contemplated therein have been obtained.
2.2.2. the Agreement has been duly executed by them and upon execution and
delivery, will be a legal, valid and binding obligation of each of such Promoters
enforceable in accordance with their terms;
2.2.3. the execution and delivery of the Definitive Agreements by each of the
Promoters, the transactions contemplated in the Definitive Agreements and the
promises, agreements or undertakings of each of the Promoters under the
Definitive Agreements do not violate any Law 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 each of the Promoters
or any of them is a party or which are applicable to them; and
2.2.4. There are no existing or potential outstanding legal proceedings against any of
the Promoters, Management Team or the Company, which can have a Material
Adverse Effect or have a material effect on any of their financial conditions.

2.3. Each of the Other Shareholders severally represents and warrants to the Investors
that:
2.3.1. They have the power and capacity to execute and deliver the Definitive
Agreements and all approvals required for executing the Definitive Agreements
and entering into the transactions contemplated therein have been obtained.
2.3.2. In the case of Other Shareholders that are entities: the execution and delivery of
the Definitive Agreements has been duly authorised and approved by their
respective board of directors and does not require any further authorisation or
consent of any other Person and upon execution and delivery by it, will be a legal,
valid and binding obligation of such Other Shareholder, enforceable in accordance
with its terms;
2.3.3. In the case of Other Shareholders that are natural persons: the Agreement has
been duly executed by him/her and upon execution and delivery, will be a legal,
valid and binding obligation of such Other Shareholder enforceable in accordance
with its terms; and
2.3.4. The execution and delivery of the Definitive Agreements by each of the Other
Shareholders, the transactions contemplated in the Definitive Agreements and
the promises, agreements or undertakings of each of the Other Shareholders
under the Definitive Agreements do not violate any Law 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 such Other
Shareholders or any of them is a party or which are applicable to them.
2.4. Each of the Investors severally represent and warrant to the Company that:
2.4.1. Each Investor has the power and capacity to execute and deliver this Agreement
and all approvals required for executing the Definitive Agreements and entering
into the transactions contemplated therein have been obtained.
2.4.2. The execution and delivery of this Agreement has been duly authorised and
approved by such Investor's board of trustees/ board and does not require and
further authorisation or consent of any other Person and upon execution and
delivery by it, will be a legal, valid and binding obligation of such Investor,
enforceable in accordance with its terms;
2.4.3. The execution and delivery of this Agreement by such Investor, the transactions
contemplated in this Agreement and the promises, agreements or undertakings
of each of the Investors under this Agreement do not contravene the provisions of

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 or constitute a default under any documents, contracts, agreements or any other
instruments to which such Investor is a party or which are applicable to them.
2.5. Each Representation and Warranty is to be construed separately and
independently of the others and is not limited by reference to any other
Representation or Warranty and none of the Representations and Warranties shall
be treated as qualified (except to the extent set out in the Disclosure Schedule)
by any actual or constructive knowledge on the part of the Investors or any of the
agents, representatives, officers, employees or advisers of the Investors.
2.6. The Representations and Warranties are given as of the Execution Date, the
Closing Date, and Additional Closing Date. For the purpose of clarity, the
Promoters and the Company shall be liable in accordance with this Agreement, in
the event any liability arises on either of the Investors or the Company at any
time after the Execution Date or the Closing Date or the Additional Closing Date,
owing to a breach of any of the Representations and Warranties.
2.7. None of the Representations and Warranties 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 Representations and Warranties or
statements not misleading and there is no other information relating to any of the
Promoters or the Company which has not been disclosed to the Investors which
shall prejudice the Investment or any of the rights of the Investors under the
Definitive Agreements. All information relating to the business of the Company
which is known or would on reasonable enquiry be known to any of the Promoters
and which may be material to an investor in the Company has been disclosed in
writing to the Investors. It shall not be a defence to any claim against the
Company or any of the Promoters that the concerned Investor/s 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 Investors in respect of any
breach or default of the Company’s or the Promoters’ Representations and
Warranties shall not be affected because of any investigation into the business
and affairs of the Company (including any legal, financial, accounting, business,
environmental or technical due diligence or evaluation), made or conducted by
the Investors or any other Person acting on their behalf, at any time.
2.8. Notwithstanding anything to the contrary contained elsewhere, all disclosures
made in the Disclosure Schedule shall only be a disclosure in respect of the
specific representation to which it relates and shall not be deemed to be
disclosures in respect of any other Representation or Warranty.
2.9. Each of the Promoters, the Company and the Other Shareholders undertake to
immediately notify the Investors in writing if it becomes aware of any fact, matter
or circumstance (whether existing on or before the date of this Agreement or
arising thereafter) which would cause any of the representation and warranties
given by it, to become untrue or inaccurate or misleading in any material respect.

3. CONDUCT OF BUSINESS UNTIL CLOSING

3.1. The Promoters agree that they shall conduct the operations of the Company in
the ordinary course of business consistent with past practices and in accordance
with the Business Plan from the Execution Date up to the Closing Date. The
Promoters shall maintain, and to the fullest extent possible, enhance the
business, property, financial condition and value of the Company from the
Execution Date up to the Closing Date. Without limiting the generality of the
foregoing, during such period the Company shall not and the Promoters shall
cause the Company not to (except with the prior written consent of the Investors)
take any action, which would fall within the purview of Reserved Matters.
3.2. The Company and the Promoters shall give the Investors prompt notice of all
material events concerning the Company or about the occurrence of any event or

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 events which are outside of the ordinary course of the Company’s business or
which constitute a violation of any of the provisions of this Clause 6.

4. INVESTOR SHARES
4.1. The terms of issue of all shares shall be as specified herein or Definitive
Agreements and the holders of such shares shall be entitled to all rights as
specified therein, which rights are in addition to, and without prejudice to, the
other rights of the Investors as set out in the Agreement.
4.2. Notwithstanding anything to the contrary contained elsewhere in this Agreement,
the Parties agree that until the determination of the conversion entitlement of the
Series A CCPS subscribed by the Investors into Equity Shares, for the purpose of
determining the shareholding of the Investors in relation to the rights available to
them under this Agreement, the Investor Preference Shares shall be deemed to
be convertible into Equity Shares at the Base Valuation.

5. TRANSFER OF SHARES

The Promoters and the Other Shareholders undertake to not, directly or indirectly,
sell, transfer, assign, (including without limitation any form of options, derivatives,
warrants or arrangements relating to such Shares) or in any other way dispose of
(“Transfer”) any of their Shares or the legal or beneficial ownership of their Shares
or any of their rights or obligations under the Definitive Agreements, to any Person,
except as specifically permitted in this Agreement. The Promoters and Other
Shareholders shall not Encumber, pledge or create a lien on their Shareholding in the
Company in non-compliance of the provisions of this Agreement. Any Encumbrance
of Shares or transfer of Shares, which is not in compliance with the provisions of this
Agreement and any transfer of Shares without the prescribed procedure being
followed shall be void. In any such event, the Board shall not approve or ratify any
transfer of Shares and the Company shall not record any such transfer in its register
of members.

6. EXIT EVENTS
6.1. Exit Events: The Company and the Promoters shall ensure an exit for the
Investors in respect of all of their Investment on or before the Exit Date by means
of a QIPO, Third Party Sale or Strategic Sale (“Exit”), on the terms and conditions
specified herein.
6.1.1. QIPO:
a. The QIPO shall be through a new issue of Shares of the Company, an offer for sale
of Shares held by the Shareholders in the Company (“OFS”) or a combination of
both. Each of the Investors shall have the right but not an obligation to offer up to
its entire shareholding in the Company in a QIPO through an offer for sale. At the
option of the Investors, and without prejudice to the rights of the Investors to
offer up to its entire shareholding in the Company in such QIPO, the Promoters
shall offer as many Shares as required to obtain listing of the Company and the
Company shall provide fresh Shares that are required to complete the offering in
accordance with all applicable Laws.
b. In the event of a public offering of Shares, the Promoters shall offer their Shares
for the purpose of lock-in requirements. The Company and the Promoters agree
and acknowledge that the Investors shall not be deemed to be or represented to
be a ‘promoter’ of the Company at any time or for any purpose whatsoever under
any Applicable Law and the Shares of the Investors shall not be subject to any

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 statutory lock-in restrictions arising from a listing of Shares of the Company. So
long as any Promoters hold Shares, the Company and, the Promoters shall not, to
the extent legally permissible, take any other action or omit to take any action
that could reasonably be construed to have the effect of allowing such Promoter
to not be classified as a ‘promoter’ of the Company by the SEBI. Notwithstanding
the foregoing, in the event that either Investor is considered as a “promoter” of
the Company under any regulation then in force, due to their shareholding in the
Company Exceeding a certain percentage or for any other reason whatsoever, the
Promoters agree to negotiate a mutually acceptable solution with the Investors to
ensure that such Investor is not considered as a “promoter” In the event, the total
share capital of the Company is less than the minimum capital required to list the
Equity Shares on any concerned stock exchange, then, subject to the approval of
the Investors and Applicable Laws, the Promoters shall cause the Company to
issue, and the Company shall issue, sufficiently in advance to permit such QIPO
and ensure the listing of its Equity Shares within the time specified in Clause 9.1
above, such further Equity Shares as may be necessary, by capitalizing its
reserves (“Bonus Shares”) to the existing Shareholders of the Company (including
the Investors) in proportion to their then existing Shareholding on a Fully Diluted
Basis. All accrued unpaid dividends on the Shares shall be paid to the
Shareholders immediately prior to the QIPO except to the extent that the
Company decides to capitalize some or all of such amounts into Equity Shares
with the approval of the Investors.
c. The Company agrees that in the event the Company issues American depository
receipts, global depository receipts or other similar instruments and / or has any
of its Shares listed or registered on any stock exchange or system in or outside
India in accordance with this Agreement, then the Company shall ensure that
such registration / listing rights are also available to the Shares held by the
Investors at their sole discretion and the other stipulations of this Clause 9.1.1 will
apply mutatis mutandis.
d. At least 12 (Twelve) months prior to the Exit Date, the Company shall and the
Promoters shall ensure that the Company shall appoint an investment banker
acceptable to the Investors to facilitate an Exit Event to the Investors at the best
possible valuation in accordance with this Agreement.
e. The QIPO shall be based on the advice of a renowned merchant banker. The
nature of the listing on the major stock market shall be determined based on
mutual agreement between the Investors, Promoters and the Company.
f. The Promoters shall not unreasonably withhold approval and shall do all acts and
deeds reasonably required to effectuate the QIPO by the Exit Date.

6.1.2. Third Party Sale

The Company and Promoters shall facilitate an exit to the Investors by arranging
for a buyer acceptable to the Investors and in a form and manner approved by
the Investors in writing, for all their Shares (at the option of the Investors) at a
price that is equal to or exceeds the Exit Price (“Third Party Sale”). The
Investors may, at their sole discretion, opt to participate in such Third Party Sale.
6.1.3. Strategic Sale
The Company and Promoters shall facilitate an exit to the Investors by arranging
for a strategic sale of the entire shareholding of the Company or a merger of the

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 Company with another larger company (“Strategic Sale”) in a form and manner
approved by the Investors in writing and at a price that provides the Investors
with at least the Exit Price. The Investors may, at their sole discretion, opt to
participate in such Strategic Sale.

6.2. Additional Exit Events

6.2.1. Buy-Back Option: Each of the Investors shall, at any time after the occurrence of a
Buy-back Trigger Event, have the right to require the Company to buy-back all or
part of the Shares held by such Investor in the Company (“Buy-back Option”) by
serving a written notice on the Company and the other Investors in this regard
(“Buy-back Notice”) and subject to Applicable Law, the Company shall be under
an obligation to purchase all the Shares offered by such Investor in the Buy-back
Notice (“Buy-back Securities”) at the Exit Price. All the Investors shall be entitled
to participate in such buy-back of Shares of the Company on the occurrence of a
Buy-back Trigger Event. The Promoters and the Company shall ensure that the
said buy-back of the Buy-back Securities shall be completed by the Company
promptly upon receipt of the Buy-back Notice from the Investor/s. The Promoters
and Other Shareholders hereby waive their right to participate in such buy-back
of Shares by the Company. Notwithstanding anything to the contrary, the
Investors shall be entitled to exercise the Buy-back Option in accordance with this
Clause any number of times until all the Shares held by the Investors are
purchased by the Company. The Articles shall provide for buyback of Shares and
any decision in respect of Buy back of Shares of the Company shall only be taken
with the prior written consent of the Investors.
6.2.2. Put Option: The Promoters hereby grant to each of the Investors an option ( “Put
Option”), upon the occurrence of a Put Trigger Event, to sell all or part of the
Shares held by such Investor to the Promoters on one or more occasions, and the
Promoters are jointly and severally obligated to purchase from the concerned
Investor, upon exercise of each such option, all the Shares specified by such
Investor in the relevant Put Intimation Notice (“Put Securities”) at the Exit Price,
in accordance with the terms of this Agreement.
(b) The Investor shall exercise the Put Option by delivery to the Promoters and
the other Investors of a notice (“Put Notice”) at any time following the
occurrence of a Put Trigger Event. Each Promoter agrees that giving or receiving
of the Put Notice to one Promoter shall be deemed to be notice to each of the
other Promoters. The Put Notice shall specify inter alia the number (and if
applicable, the type) of Put Securities and the Exit Price required to be paid by the
Promoters and the details of the bank accounts into which such Exit Price shall be
deposited by the Promoters.
(c) The Promoters hereby irrevocably and unconditionally agree and undertake to
purchase all the Put Securities as specified by the Investor in the Put Exercise
Notice, at the relevant Exit Price, within 30 (Thirty) days of receiving the Put
Exercise Notice from the Investor/s, provided that if more than one Investor has
sent a Put Notice to the Promoters, then the Promoters shall complete the sale
and purchase of the Put Securities of all such Investors simultaneously.

6.2.3. Drag Right: Upon the occurrence of a Drag Trigger Event, each of the Investors
(or entities nominated by them) shall, at any time thereafter, if they propose to

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sell all their Shares to any bona fide third party purchaser other than an Affiliate
of such Investor (“Acquirer”), have the right to require the Promoters and Other
Shareholders (collectively, the “Drag Selling Shareholders”) to transfer, all or part
of their Shares in the Company (at the option of such Investor) to such Acquirer,
in accordance with this Clause (“Drag Right”) in the manner provided below. The
Investor deciding to exercise the Drag Right (“Dragging Investor”) shall follow the
process set out below:
a. The Dragging Investor shall, prior to exercising such Drag Right, consult and
discuss with the other Investors (“Non-dragging Investors”) with respect to the
intended drag along proposal (“Drag Along Proposal”) by providing a notice of
its intention to exercise its Drag Right to the other Investors (“Drag Intent
Notice”) specifying details of the Acquirer, the number of Shares of the
Company (and the names of holders of such Shares) that are proposed to be
sold to the Acquirer and the effective price per Equity Share at which it
proposes to exercise the Drag Right. Within a period of 30(Thirty) days from
the issue of the Drag Intent Notice, each of the Non-dragging Investors shall
have the right to find another purchaser who is willing to purchase the same
number of Shares or more, at a higher effective price per Equity Share than
that specified in the Drag Intent Notice. In the event Non-dragging Investor
identifies such other purchaser, it shall notify the Dragging Investor in writing
of such drag along proposal together with the effective price per Equity Share
offered by such other purchaser (“Alternate Drag Proposal”). Upon the expiry
of 30 (Thirty) days from the issue of the Drag Intent Notice, unless the Non-
dragging Investor has put forth an Alternate Drag Proposal, the Dragging
Investor shall have the right to lead the entire Drag Right process. In the
event there is an Alternate Drag Proposal, the Non-dragging Investor shall
have the right to lead the Drag Right process and shall be deemed to be the
Dragging Investor and the Dragging Investor shall be deemed to be the Non-
dragging Investors, and the other purchaser shall be deemed to be the
Acquirer, for the purpose of this Agreement.
b. The Dragging Investor shall, post completion of the process set out above, by
written notice (“Drag Notice”) to the Drag Selling Shareholders and the Non-
dragging Investors, have the right to cause the Drag Selling Shareholders to
sell all or part of the Shares of the Company, as specified in the Drag Notice
by requiring the Drag Selling Shareholders to, enter into any agreement in
connection with sale of all or part of the Shares of the Company on the terms
and conditions specified in the Drag Notice. The Drag Notice shall contain the
name of the intending Acquirer to whom the Shares are proposed to be sold,
who shall be a bona fide purchaser in value, the number of Shares to be
transferred by the Drag Selling Shareholder as well as the Dragging Investor
(“Dragged Shares”), the effective price per Equity Share at which the Acquirer
shall purchase the Dragged Shares and the terms of payment. At the time of
exercise of the Drag Right, the Non-dragging Investors shall have the right to
exercise the tag along right vested with them under sub-clause (c) below.
c. Notwithstanding anything contained in this Clause, if at any time a Dragging
Investor seeks to exercise the Drag Right, such Drag Right shall be subject to
a tag along right vested with the Non-dragging Investors and the Existing
Investor, each of whom shall be entitled to sell up to all the Shares held by

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 them in such sale pursuant to the issue of a Drag Notice by the Dragging
Investor. Upon receipt of the Drag Notice, the Non-dragging Investors and the
Existing Investor shall, at their discretion, be entitled to require the Acquirer
to purchase either all or part of the Shares held by such Non-dragging
Investors and/or Existing Investor (collectively, the “Investor Tag Securities”)
in the Company by sending a written notice in this regard (“Drag Participation
Notice”) to the Dragging Investor within 30 (Thirty) days from the date of
receipt of the Drag Notice (“Drag Participation Period”). In the event a Non-
dragging Investor and/or the Existing Investor sends the Drag Participation
Notice to the Dragging Investor within the Drag Participation Period, then the
Dragging Investor shall ensure that the Acquirer purchases the Investor Tag
Securities mentioned in the Drag Participation Notices along with the Dragged
Shares, and shall issue a revised Drag Notice (“Revised Drag Notice”) to the
Drag Selling Shareholders, Existing Investor and the Non-dragging Investor
which notice shall include details of the Dragged Shares and Investor Tag
Securities as well as terms of payment. In the event the Drag Participation
Notice is not sent by a Non-dragging Investor or the Existing Investor before
the expiry of the Drag Participation Period, the offer will be deemed to have
been rejected by such Non-dragging Investor or Existing Investor and the
Dragging Investor shall be entitled to proceed with the consummation of sale
and purchase of Dragged Shares pursuant to exercise of its Drag Right in
accordance with this Agreement, subject to the aforesaid tag along right of
the Non-dragging Investors and/or Existing Investor who have accepted the
said offer. It is clarified that the aforesaid tag along right of the Existing
Investor shall not in any manner limit or otherwise affect the right of the
Investors to require the Existing Investor to sell all or part of the Shares held
by it while exercising the Drag Right.
d. The sale and purchase of Dragged Shares and Investor Tag Securities (if any)
pursuant to the exercise of the Drag Right shall be completed within 45 (Forty
Five) days of the expiry of the Drag Participation Period, provided that in the
case any regulatory approval is required to be obtained by the Parties, such
45 (Forty Five) day period shall be calculated from the date of the receipt of
the applicable regulatory approvals by the concerned Party (“Drag Free Sale
Period”). In the event the Shares are not sold within Drag Free Sale Period in
accordance with this Clause, the entire Drag Rights process contemplated in
this Clause would need to be followed once again.
e. The proceeds of the sale of Shares to the Acquirer pursuant to the exercise of
the Drag Right shall be distributed in the manner provided in this sub-clause
(e). The Parties agree that Clause 7.1 of Annexure 3 shall apply mutatis
mutandis for the purpose of effecting the distribution specified in this sub-
clause (e). It is clarified that in the event the proceeds are not sufficient to
satisfy the distribution at any stage of the waterfall distributions specified in
this sub-clause (e), then the distributions at such stage shall be made to all
concerned Parties at such stage pro rata to their entitlement at such stage. It
is further clarified that in the event any Investor is prohibited under Applicable
Law (as applicable at the relevant point of time) from receiving the
distribution specified in this sub-clause, then such Investor shall be entitled to

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receive the maximum distribution permissible under Applicable Law (as
applicable at the relevant point of time).
a. In case of an exercise of the Drag Right pursuant to an Event of
Default:
1. in the event, the distribution of the proceeds to the sellers on the
basis of their Drag Pro Rata Share is sufficient to provide the Investors
who are selling their Shares pursuant to the exercise of the Drag Right
(“Participating Investors”) with the Exit Price in respect of such Shares,
then the proceeds shall be distributed between the sellers in their
respective Drag Pro Rata Share;
2. in the event the distribution of the proceeds to the sellers on the
basis of their Drag Pro Rata Share is not sufficient to provide the
Investors with the Exit Price in respect of the Shares being sold by
them, then first to the Participating Investors, such that they receive
the Exit Price in respect of such Shares, and the remaining proceeds, if
any, shall be distributed between the Promoters and the Other
Shareholders in the ratio of their respective Drag Pro Rata Share.
b. In case of an exercise of the Drag Right other than on the occurrence
of an Event of Default, where the distribution of the proceeds to the
sellers on the basis of their Drag Pro Rata Share provides the
Participating Investors with the Exit Price in respect of the Shares being
sold by them, then the proceeds shall be distributed on the basis of
their Drag Pro Rata Share.
c. In case of an exercise of the Drag Right other than on the occurrence
of an Event of Default, where the distribution to the sellers on the basis
of their Drag Pro Rata Share is not sufficient to provide the
Participating Investors with the Exit Price in respect of the Shares being
sold by them, then the proceeds shall be distributed as follows:
[i.] First, simultaneously to each of the Participating Investors until (i)
IL&FSKOIS receives the IL&FSKOIS Subscription Consideration
and the IL&FSKOIS Purchase Consideration in respect of the
Shares being sold by them; and (ii) NVPKOIS HOLDINGS
receives the NVPKOIS HOLDINGS Subscription Consideration in
respect of the Shares being sold by them (to the extent
IL&FSKOIS and NVPKOIS HOLDINGS are Participating Investors).
[ii.] The remainder, if any, shall then be distributed to NVPKOIS
HOLDINGS (if NVPKOIS HOLDINGS is a Participating Investor)
until NVPKOIS HOLDINGS receives the NVPKOIS HOLDINGS
Purchase Consideration in respect of the Shares being sold by
them, if any.
i.[iii.] The remainder, if any, shall then be distributed to the Drag
Selling Shareholders other than the Promoters, Investors and
the Existing Investor, until they receive the amounts invested
towards subscription to Shares in the Company being sold by
them;
ii.[iv.] The remainder, if any, shall then be distributed to the
Participating Investors, until they receive the Exit Price in

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 respect of the Shares being sold by them (after taking into
account the amounts received under (1) and (2) above);
iii.[v.] The remainder, if any, shall then be distributed to the Drag
Selling Shareholders other than the Promoters, Investors and
the Existing Investor in the ratio of their Drag Pro Rata Share,
until they receive their Drag Pro Rata Share of the proceeds
(after taking into account the amounts received by them
pursuant to sub-clause (3) above);
iv.[vi.] The remainder, if any, shall then be distributed to the Existing
Investor (if the Existing Investor is a Drag Selling Shareholder or
has accepted the offer to tag along), until it receives its Drag
Pro Rata Share of the proceeds less the aggregate Exit Price in
respect of the Investor Equity Shares purchased by them from
the Existing Investor;
v.[vii.] The remainder, if any, shall then be distributed to the Promoters
to the extent they are Drag Selling Shareholders.

For the purposes of this Clause, a Shareholder’s “Drag Pro Rata

Share” shall be the ratio of the number of Equity Shares
(assuming that all Investor Preference Shares have been
converted into Equity Shares at the then applicable Conversion
Valuation) being sold by such Shareholder pursuant to the
exercise of the Drag Right, to total number of Equity Shares
being sold by the Shareholders collectively pursuant to the
exercise of the Drag Right (assuming that all Investor
Preference Shares have been converted into Equity Shares at
the then applicable Conversion Valuation).

f. The Drag Selling Shareholders, Non-dragging Investors and the Company shall
support such Drag Right, and the Drag Selling Shareholders shall offer as
many Shares as may be necessary to facilitate such a sale as may be required
by the Drag Investor/s to consummate the transaction. The Drag Selling
Shareholders, Non-dragging Investors and the Company hereby undertake
and covenant that they shall not unduly withhold or intentionally impede
opportunities that may be proposed by the Drag Investor/s for possible sale of
all or part of the Shares of the Company (excluding Shares held by the Non-
dragging Investors which are not Investor Tag Securities) in accordance with
this Clause. The Promoters hereby undertake that for the purpose of the Drag
Right contained in this Clause, the Company shall and the Promoters shall
ensure that the Company shall do all such actions in relation to the drag
transaction contemplated herein, including appointment of merchant bankers,
preparation of information memoranda, execution of agreements,
participation during biddings and negotiations, providing representations,
warranties, undertakings and indemnities, handing over share certificates,
execution of transfer deeds, to enable successful exercise of such Drag Right.
The Investors shall not be required to make any representations and
warranties other than representations and warranties in respect of their
shareholding in the Company.

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 g. Transactions proposed by the Investors pursuant to exercise of their Drag
Right may be in consideration for cash, shares or a combination of both. The
Acquirer shall be entitled to all the rights available to the Investors under the
Definitive Agreements, if so required by the Investors and the Acquirer shall
execute a Deed of Adherence agreeing to be bound by the terms and
conditions of the Definitive Agreements. Notwithstanding anything to the
contrary contained elsewhere, the Investors may exercise the Drag Right by
requiring the merger / demerger / reorganization of the Company into another
company or vice versa instead of a sale of Shares and the Drag Selling
Shareholders and the Company shall provide all requisite support to achieve
the same. Notwithstanding anything to the contrary contained elsewhere in
the Definitive Agreements, the Investors (acting jointly) shall have the right to
liquidate the Company in lieu of exercising the Drag Right and have the
proceeds distributed to all the Shareholders including the Investors in
accordance with Clause 6.2 of Annexure 3, and the Company and the Drag
Selling Shareholders shall provide all requisite support to achieve the same.
a. If a Drag Selling Shareholder fails, refuses or is otherwise unable to comply
with its obligations in this Clause 9.2.3, the Company shall have the authority
to designate a Person to execute and perform the necessary Transfer on such
Drag Selling Shareholder’s behalf. The Company shall receive the purchase
money in trust for the Drag Selling Shareholder and cause the Acquirer to be
registered as the holder of the Equity Shares being sold by the relevant Drag
Selling Shareholder. The receipt by the Company of the purchase money shall
be a good discharge to the Acquirer. After the Acquirer has been registered as
the holder of the Equity Shares being sold in purported exercise of these
powers the validity of the proceedings or Transfers pursuant to the
transactions contemplated under this Clause shall not be questioned by any
Person. If any Drag Selling Shareholder fails or refuses to Transfer any Shares
in accordance with this Clause 9.2.3, the Investors may serve a default notice
on the relevant defaulting Drag Selling Shareholder and send copies of such
default notice to the Company. After the expiry of 5 (Five) Business Days of
receipt of a default notice (unless such non-compliance by the relevant
defaulting Drag Selling Shareholder is remedied to the satisfaction of the
Investor within such 5 (Five) Business Days), the defaulting Drag Selling
Shareholder shall not be entitled to exercise any of its powers or rights in
relation to the management of, and participation in the profits of, the
Company under this Agreement, the Articles or otherwise. The defaulting Drag
Selling Shareholder and the Directors appointed by the defaulting Drag Selling
Shareholder shall not:
(i) be entitled to vote at any Shareholder or Board meeting;
(ii) be required to attend any meeting of Shareholders or Directors in order
to constitute a quorum; or
(iii) be entitled to receive or request any information from the Company.

[6.2.4.] Call Option: In the event the Company and Promoters fail to give effect to the
Buy-back Option or the Put Option of the Investors in accordance with Clauses
6.2.1 and 6.2.2 respectively on the occurrence of an Event of Default, each of the

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 Investors (in the case of KOISIL &FS, the Nominating IL&FSKOIS Entity) shall have
a right to purchase all or part of the Shares held by the Promoters at the lowest
permissible price under Applicable Law for the purchase of the Shares by a Non-
resident Entity (“Call Option”) by sending a written notice in this regard to the
Promoters and the other Investors. The other Investors shall have the right to
participate in such Call Option by sending a written notice in this regard to the
Promoters and the exercising Investor within 30 (Thirty) days of receipt of the
aforesaid notice. In the event more than one Investor opts to exercise this right,
then such Investors shall purchase the Shares of the Promoters pro rata to their
shareholding in the Company on a Fully Diluted Basis. Upon the expiry of the
aforesaid 30 (Thirty) day period, the Promoters shall forthwith transfer the shares
held by them to the Investors and shall execute all documents and take all steps
required by them to give effect to the same. In the event the Promoters fail to
transfer the Shares held by them pursuant to this Clause, then sub-clause (h) of
Clause 6.2.3 shall apply mutatis mutandis to effectuate the Call Option of the
Investors under this Clause.
6.3. The Investors shall have preference over the Promoters and Other Shareholders
of the Company to exit during any Exit Event or Additional Exit Events, in the
manner contemplated in this Agreement. The Promoters and Other Shareholders
shall support and do all acts and deeds reasonably required for providing liquidity
to the Investors through an Exit Event or Additional Exit Events and shall provide
customary representations and warranties towards achieving the same.
6.4. The Promoters and the Company hereby undertake and covenant that they shall
not unduly withhold or intentionally impede opportunities that may be proposed
by the Investors and shall do all acts and deeds reasonably required for possible
sale of all or part of the Shares, merger or other business combination or QIPO or
OFS in accordance with this Clause 9. Such transactions proposed by the
Investors may be in consideration for cash, securities or a combination of both.
6.5. The Company shall and the Promoters shall ensure that the Company shall,
without any recourse to the Investors whatsoever, at its cost obtain all the
relevant approvals, compliances, statutory or otherwise that are necessary to
provide an exit/liquidity to the Investors, including without limitation all applicable
approvals for the QIPO, OFS, Buy-back Option, Put Option, Drag Right, Strategic
Sale, Third Party Sale, Call Option and shall support and do all acts and deeds
reasonably required for effectuating an exit for the Investors in accordance with
this Clause 6.
6.6. All costs of providing an exit/liquidity to the Investors, including without limitation
expenses relating to the QIPO, OFS, Buy-back Option, Put Option, Drag Right, Call
Option, Strategic Sale, Third Party Sale, underwriting discounts and commissions,
appointment of advisers and investment banker, due diligence expenses and the
like shall be borne by the Company.
6.7. Notwithstanding anything to the contrary, it is clarified that the rights available to
the Investors under Clause 9.2 (“Additional Exit Events”) shall be without
prejudice to the other rights and remedies available to the Investors under the
Definitive Agreements, in Law, contract or in equity including without limitation
the right to specifically enforce its rights.
6.8. If the Promoters or Other Shareholders (or any of them) fail to execute the
relevant documents necessary to effect a Transfer pursuant to Clause 9.2.3 and

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 Clause 9.2.4, within the time lines specified therein, the Investors may act as its
attorney on the behalf of the Promoters and/or Other Shareholders to do all things
and execute all documents necessary to effect such Transfer and to give a good
receipt for any consideration payable. The Promoters and Other Shareholders
hereby, by way of security for the full and punctual performance, payment and
discharge of its obligations under this Agreement and the other Definitive
Agreements, irrevocably constitute and appoint each Investor (acting jointly and
severally) as its true and lawful attorney (each with full power of substitution) in
the name, place and stead of them in connection with the enforcement of rights
and remedies contained in this Agreement and the other Definitive Agreements,
including, without limitation, the right to execute and deliver on behalf of the
Promoters and Other Shareholders all required assignments and instruments of
transfer to effect any Transfer of Securities solely in the circumstances detailed in
this Clause 6.8. The foregoing power of attorney is given for valuable
consideration with power of appointment, is coupled with an interest and is
irrevocable, and shall be binding on the Promoters and Other Shareholders as to
all third parties, and is effective without any further action or documents.
Nevertheless, if so requested by either Investor or a purchaser, the Promoters
and Other Shareholders shall ratify and confirm any such Transfer by executing
and delivering to such Investor or such purchaser all proper bills of sale, deeds of
sale, assignments, releases and other instruments along with providing necessary
representations and warranties, as may be designated in any such request. The
Promoters and Other Shareholders shall execute and deliver to the Investors a
separate power of attorney and such other documents as either Investor may
from time to time request within 30 (Thirty) days of being so requested in order to
give effect to the provisions of this Clause 6.8.

7. TRANSFER OF SHARES
7.1. Transfers to be in Compliance: The Promoters and the Other Shareholders
undertake to not, directly or indirectly, sell, transfer, assign, (including without
limitation any form of options, derivatives, warrants or arrangements relating to
such Shares) or in any other way dispose of (“Transfer”) any of their Shares or
the legal or beneficial ownership of their Shares or any of their rights or
obligations under the Definitive Agreements, to any Person, except as specifically
permitted in this Agreement. The Promoters and Other Shareholders shall not
Encumber, pledge or create a lien on their Shareholding in the Company without
the prior written consent of the Investors. Any Encumbrance of Shares or Transfer
of Shares, which is not in compliance with the provisions of this Agreement and
any Transfer of Shares without the prescribed procedure under this Clause being
followed shall be void. The Board shall not approve or ratify any Transfer of
Shares made in contravention of the provisions contained herein and the
Company shall not record any such Transfer in its register of members.
7.2. Lock-in Period:
7.2.1. Notwithstanding anything to the contrary contained elsewhere and except as
permitted under Clause 7.2.3 below, as long as the Investors hold any Shares in
the Company ("Lock-in Period"), the Promoters shall not Transfer, Encumber or
otherwise dispose off any of the Shares held by them without the prior written
consent of the Investors, except as may be required pursuant to the exercise of

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 the Drag Right by an Investor. Further, any Transfer of Shares by the Promoters
with the approval of the Investors shall be in accordance with the terms of this
Clause 7.
7.2.2. Subject to Clause 7.2.1 above, in the event the Promoters or Other Shareholders
intend to Transfer their Shares to any Person, such Transfer shall be subject to
the third party transferee executing a Deed of Adherence in accordance with the
provisions laid down in this Agreement.
7.2.3. Such Transfer shall also be subject to the right of the Investors to exercise the
rights available to them under Clauses 10.3 and 10.4 below, at the time of sale of
Shares by the Promoters and Other Shareholders under this Clause.
7.2.4. The Tag Right shall not be available to the Tag Eligible Investors in respect of (i)
any transfer by a Promoter of up to 25% (Twenty Five Percent) of his individual
shareholding in the Company as of the Closing Date, with the prior written
consent of the Investors, subject to the same being a maximum of 10% (Ten
Percent) of the total shareholding of the Promoters in the Company as on the
Closing Date; and (ii) any Other Shareholder is transferring up to 5% (Five
Percent) of the total shareholding of the Company as of the Closing Date. It is
clarified that the thresholds specified in this Clause shall be determined on a
cumulative basis with respect to all Transfers of Shares by the Promoters and
Other Shareholders (as applicable) after the Closing Date. It is clarified, that the
Right of First Refusal remains available in the instances mentioned above.
7.3. Right of First Refusal
7.3.1. Subject to Clause 10.1 and Clause 10.2 above, if any Shareholder (other than the
Investors) (“Selling Shareholder”) propose to Transfer any Shares (the “Sale
Shares”) to any Person (the “Intending Purchaser”) except as may be required
pursuant to the exercise of the Drag Right by an Investor, then the Selling
Shareholder shall by written notice ("ROFR Notice") first offer to sell the Sale
Shares to the Investors (or their nominees) for cash in accordance with this
Clause (“Right of First Refusal”). The ROFR Notice shall contain the name of the
Intending Purchaser, who shall be a bonafide purchaser in value, to whom the
Selling Shareholder proposes to sell the Sale Shares, the price and the terms of
payment and all other terms of sale. The Selling Shareholder shall give a
representation to the Investors confirming that no consideration is being paid for
the Sale Shares to the Promoters or Promoter Associates, other than as
specifically disclosed to the Investors in the ROFR Notice.
7.3.2. Each Investor shall be entitled to accept the offer by the Selling Shareholder to
purchase all (and not less than all) of its pro-rata proportion of the Sale Shares as
well as any Sale Shares not being purchased by the other Investors in writing
(“ROFR Acceptance Notice”) within 30 (Thirty) Business Days from the date of
receipt of the ROFR Notice ("ROFR Acceptance Period"). The ROFR Acceptance
Notice shall also specify the number of Sale Shares in excess of its pro-rata
entitlement that such Investor wishes to purchase in the event such Sale Shares
are not accepted by the other Investors. In the event any Investor rejects the
offer of the Selling Shareholders or does not respond to the said offer within the
ROFR Acceptance Period, then the Sale Shares offered to such Investor shall be
sold to the other Investors to the extent they have expressed their intention to
purchase the Sale Shares in excess of their prorate entitlement. In the event that
any Investor sends an ROFR Acceptance Notice prior to the ROFR Acceptance

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 Period stating its acceptance of the offer to purchase the Sale Shares, then the
sale and purchase of such Sale Shares as indicated by the relevant Investor in the
ROFR Acceptance Notice shall be completed within 30 (Thirty) days of the end of
the ROFR Acceptance Period. Notwithstanding anything to the contrary contained
in this Agreement, the Investors may designate any third party Person
("Designee") to purchase the Sale Shares, provided however that, the Designee
shall agree in writing to be bound by the terms of this Agreement by executing
the Deed of Adherence in accordance with Clause 13. Upon the expiry of the
ROFR Acceptance Period, if any Sale Shares are not agreed to be purchased by
the Investors by exercise of their Right of First Refusal and if the Tag Right
specified in Clause 10.4 is not applicable, then the Selling Shareholders shall
thereafter be free to dispose of the Sale Shares within a period of 30 (Thirty)
Business Days from the expiration of the ROFR Acceptance Period ("ROFR Free
Sale Period") to the Intending Purchaser specified in the ROFR Notice, provided
however, that the Selling Shareholders shall not sell the Shares to such Intending
Purchaser:
(i) at a price other than the price set out in the ROFR Notice, or
(ii) on terms or conditions more favourable than those set out in the ROFR
Notice.
In the event the Sale Shares are not sold to the Intending Purchaser within the
ROFR Free Sale Period in accordance with this Clause 10.3, the entire Right of
First Refusal process contemplated hereinabove would need to be followed once
again.

7.4. Tag Right

7.4.1. Upon the expiry of the ROFR Acceptance Period, if any Sale Shares are not agreed
to be purchased by the Investors by exercise of their Right of First Refusal, the
Selling Shareholder shall thereafter grant the Investors who have not exercised
the Right of First Refusal and the Existing Investor (“Tag Eligible Investors”) with
a tag along right/option (“Tag Right”) in accordance with this Clause 10.4 with
respect to the remaining Sale Shares. The Selling Shareholder shall send a written
notice (“Tag Notice”) to the Tag Eligible Investors specifying the number of Sale
Shares proposed to be sold to the Intending Third Party Purchaser (after the
exercise of the Right of First Refusal by the Investor/s). Upon receipt of the Tag
Notice, each of the Tag Eligible Investors shall be entitled to (but not obliged to)
sell up to their entire shareholding in the Company, in their sole discretion
(“Investor Tag Shares”) to the Intending Purchaser, at the price and on terms and
conditions mentioned in the Tag Notice. The Tag Eligible Investors shall be
entitled to accept the offer by the Selling Shareholders to tag along in writing
(“Tag Acceptance Notice”) within 30 (Thirty) Business Days from the date of
receipt of the Tag Notice (“Tag Acceptance Period”) along with the number of
Investor Tag Shares, which the Tag Eligible Investor desires to sell to the
Intending Purchaser. If the Tag Eligible Investors send the Tag Acceptance Notices
to the Selling Shareholders within the Tag Acceptance Period, then the Selling
Shareholders shall ensure that the Intending Purchaser purchases the Investor
Tag Shares mentioned in the Tag Acceptance Notices for cash, along with the
Shares of the Selling Shareholders mentioned in the Tag Notice, on the same
terms as the purchase of the Shares of the Selling Shareholders as mentioned in

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 the Tag Notice. If the Tag Acceptance Notice is not sent by any Tag Eligible
Investor before the expiry of the Tag Acceptance Period, the offer will be deemed
to have been rejected by such Investor, and subject to the Tag Acceptance Notice
of the other Investor, if any, the Selling Shareholders shall thereafter be free to
dispose of the Sale Shares within a period of 30 (Thirty) days from the expiration
of the Tag Acceptance Period ("Tag Free Sale Period") to the Intending Purchaser
specified in the Notice, provided however, that the Selling Shareholders shall not
sell the Sale Shares to such Intending Purchaser:
(i) at a price other than the price set out in the Notice, or
(ii) on terms or conditions more favourable than those set out in the Notice.

7.4.2. The Selling Shareholders shall ensure that the Investor Tag Shares are purchased
by the Intending Purchaser on the terms specified herein simultaneous with the
purchase by the Intending Purchaser of the Shares of the Selling Shareholders.
For the purpose of clarity, if the Intending Purchaser is inclined to purchase only a
finite number of Shares and does not wish to purchase the aggregate of the Sale
Shares as well as the Investor Tag Shares, then, subject to the prior written
consent of the Tag Eligible Investors, the Shares to be sold by the Promoters to
the Intended Purchaser shall be accordingly reduced in order to make the sale of
the Investor Tag Shares to the Intending Purchaser possible.
7.4.3. The Parties agree that (i) the Investors (who are exercising the Tag Right) shall
not be required to provide any representations and warranties for such sale other
than in respect to the title to their respective Shares; (ii) in the event the
transaction price includes any payment towards non-compete fee or other
consideration payable to the Selling Shareholders, such amounts shall be
included in the purchase price of the Sale Shares and the Investors (who are
exercising the Tag Right) shall be entitled to such sums; and (iii) the Investors
(who are exercising the Tag Right) shall be entitled to receive the cash equivalent
of any non-cash component of the consideration received by the Selling
Shareholders (which shall be included in the purchase price of the Sale Shares),
as determined by a Big 4 Firm or any other accounting firm nominated by the
Investors at the cost of the Company.
7.4.4. Notwithstanding anything to the contrary contained elsewhere, in the event the
Investors have not converted all the Investor Preference Shares into Equity
Shares in accordance with this Agreement and a sale of Shares is proposed to be
effected by a Selling Shareholder, then the Investors shall, immediately prior to
the sale of Sale Shares by the Selling Shareholder, at their sole option, be entitled
to convert such number of Investor Preference Shares into Equity Shares at the
then applicable conversion price of the Investor Preference Shares, in order to
exercise the Tag-along Right of the Investors. In the event the Investors exercise
such right, the Selling Shareholders shall not be entitled to sell the Sale Shares
until the Investor Preference Shares are converted into Equity Shares in
accordance with this Agreement and thereafter the Sale Shares and the Investor
Tag Shares shall be sold simultaneously in accordance with this Clause.
7.4.5. Notwithstanding anything to the contrary contained elsewhere , in the event the
Intending Purchaser is unable to purchase the Investor Tag Shares at the price
specified in the Notice simultaneously with the purchase of the Sale Shares for

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 any reason whatsoever, the Selling Shareholders shall not be entitled to Transfer
the Sale Shares to such Intending Purchaser.
7.4.6. Upon the sale of any Shares under this Clause, the Intending Purchaser shall
confirm acceptance of the terms of the Definitive Agreements and the Articles of
Association, including without limitation the rights of the Investors and agree to
take on obligations of the relevant Selling Shareholder by executing the Deed of
Adherence.

7.5. In the event the Sale Shares are not sold within the Tag Free Sale Period in
accordance with Clause 7.4.1, the rights of the Investors pursuant to Clauses 7.3
and 7.4 shall again take effect with respect to any Transfer of Shares held by the
Selling Shareholders, and so on from time to time.
7.6. The Parties agree that the understandings of the Parties contained in this
Agreement including without limitation in this Clause 10 shall not be capable of
being avoided by the Promoters by a transfer of Shares of the Promoters or
holding of Shares by the Promoters indirectly through a company or other entity
that can itself be sold in order to dispose of an interest in Shares held by the
Promoters. Any Transfer, Encumbrance, issuance of shares or other disposal of
any shares or other interest of (i) the Promoters (being entities); (ii) the
Promoters in any entity which directly or indirectly holds Shares in the Company;
or (iii) any entity which directly or indirectly holds securities of any of the
Promoters (being entities); such that there is a change in Control of the Promoters
or such other entities (“Alienation”), shall be treated as being a Transfer of the
Shares held by the Promoters in the Company, and no such Alienation shall be
effected without the prior written consent of the Investor. Any such attempted
Alienation by the Promoters shall be void ab initio and shall be deemed to be a
Specified Event of Default.
7.7. Notwithstanding anything to the contrary contained in this Clause 7, the
Promoters shall be entitled to pledge or create a security interest on their Shares
in favour of the institutional lenders of the Company as specifically approved in
the Business Plan and subject to the Promoters providing the Investors with at
least 10 (Ten) days prior intimation in this regard.

1. DEED OF ADHERENCE

1.1. Any Person who becomes a Shareholder in the Company owing to subscription to
Dilution Instruments of the Company, acquisition of Shares directly or by exercise
of any Dilution Instrument, shall execute the Deed of Adherence and agree to be
bound by the terms of the Definitive Agreements.
1.2. Notwithstanding anything to the contrary contained elsewhere, any permitted
transferee of the Shares held by the Promoters shall execute a Deed of
Adherence agreeing to be classified as a Promoter and taking on all the
obligations of the Promoters, under the Definitive Agreements and the Promoters
and such transferee shall be jointly and severally liable for the obligations of the
Promoters under the Definitive Agreements. It is hereby clarified for the
avoidance of any doubt that if there is transfer of Shares by any of the Promoters
to the intending purchaser in accordance with the terms of this Agreement, such
Transfer shall count towards the Shares held by the Promoters and such intending

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 purchaser shall be deemed to be Promoters for all purposes under the Definitive
Agreements.
1.3. Notwithstanding anything to the contrary contained elsewhere, any permitted
transferee of the Shares held by the Other Shareholders (other than the
Investors) shall execute a Deed of Adherence agreeing to be classified as an
Other Shareholder and taking on all the obligations of such transferor Other
Shareholder, under the Definitive Agreements.

2. DIRECTORS

1.4. Appointment of Directors: The Directors of the Company will be nominated by the
Shareholders in the manner set out below and shall be appointed in the manner
prescribed under the Act. Subject to this Clause, the Board may also appoint
additional Directors from time to time, who will hold office until the next annual
general meeting of the Company. The business of the Company shall be managed
and conducted by the Board.
1.5. Number of Directors: The Board of the Company shall comprise of a minimum of
[●] ([●]) Directors to be nominated and appointed as follows and which minimum
number of Directors shall not be changed except pursuant to an amendment to
the Articles of Association of the
Company, with the consent of the Investors. The Board will initially comprise of
[●] ([●]) Directors nominated by [●], [●] ([●]) Directors nominated by the
Promoters and [●] ([●]) Director nominated by [●]. Notwithstanding anything to
the contrary contained elsewhere, the Investors shall be entitled to appoint
Directors on the Board in proportion to their shareholding in the Company on a
Fully Diluted Basis, provided that the Investors shall collectively be entitled to
appoint a minimum of [●] ([●]) Directors, out of which [●] shall be entitled to
appoint [●] ([●]) Director and [●] shall be entitled to appoint [●] ([●]) Directors
at all times during the term of this Agreement.
1.6. Observers: Each Investor shall have the right to require the Board of the
Company to appoint the nominee of such Investor (“Investor Nominee”) on any
committees constituted by the Board (“Board Committees”). Such Investor
Directors, Observer or Investor Nominees shall not be removed from the Board or
any such Board Committee except with the prior written consent of the concerned
Investor appointing such person. The concerned Investor shall have the right to
nominate another person as an Investor Director, Observer or Investor Nominee
in his or her place for appointment by giving notice in writing to the Company.
Any such removal shall be effected upon receipt of such notice by the Company,
from the concerned Investor and any appointment shall take effect from the date
the nominee is appointed by a resolution of the Board. The Promoters and the
Company shall take all actions to ensure that the nominee of the Investors and
replacements, if any are duly appointed as Directors or Observers on the Board or
members of the Board Committees, as the case may be, without any delay. The
Promoters undertake not to veto or otherwise obstruct the appointment of the
Investors’ nominee on any Board or Board Committee in accordance with this
Agreement.

Any other professional, reputed expert, advisor, Independent Director etc.,

appointed on the Board or any of the Board Committees shall not be deemed to
be an Investor Director.

The Investor Directors shall not be liable to retire by rotation. In addition to the
right of the Investors to appoint nominee Directors on the Board, each Investor
shall be entitled to appoint an observer (“Observer”) to attend all Board,
Shareholders’ and Board Committee meetings and speak at such meetings. It is

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 however clarified that the Observer shall not have any voting rights. Such
Observers appointed by the Investors shall not be removed from such position as
observer except with the prior written consent of the Investor who has appointed
such person, or as may be required by the concerned Investor, in writing. Where
a resolution of the Board is proposed to be passed by circulation, a copy of that
resolution shall be delivered to the Observer.
Notwithstanding anything to the contrary contained elsewhere, where there is
any appointment of or change in Investor Director (in accordance with the terms
of the Definitive Agreements), the Company, shall simultaneously with the
appointment of any new Investor Director, execute a fresh Director Indemnity
Deed in favour of such new Investor Director and provide the same to the
concerned Investor.
The Company and the Promoters hereby irrevocably acknowledge and agree that
the Investor Director and his alternates, Investor Nominee and the Observers
appointed by the Investors under the Definitive Agreements, shall be entitled to
report all matters concerning the Company, including but not limited to, matters
discussed at any meeting of the Board, Board Committee and Shareholders to the
Investors.
1.7. Qualification Shares: The Directors shall not be required to hold any qualification
shares.
1.8. Quorum: The quorum at the time of commencement of the meeting and passing
of any resolution at a meeting of the Board, shall require the presence of at least
2 (Two) Directors or one third of the total strength of the Board, whichever is
higher, provided that at least 1 (One) Investor Director appointed by KOIS and 1
(One) Investor Director appointed by Tara (if such Investor has nominated an
Investor Director) shall be present in person or represented by an alternate
Director at and throughout each meeting of the Board for quorum to be
maintained, unless specifically waived by concerned Investor, in writing. In the
event any Investor opts not to appoint an Investor Director, no meeting of the
Board shall be held and no resolutions passed in any Board meeting without the
Observer nominated by such Investor being present throughout each meeting
unless specifically waived by such Investor, in writing.
1.9. If a quorum is not present within half an hour of the time appointed for the
meeting or ceases to be present, the meeting shall stand automatically adjourned
by a week at the same time and the same location, unless all Directors agree
otherwise. If at such adjourned meeting also, the quorum is not present within 1
(One) hour of the time appointed for the meeting or ceases to be present, the
Directors present shall constitute quorum.
1.10. Notwithstanding anything to the contrary contained elsewhere, no decision shall
be taken by any such adjourned meeting of the Board in respect of the Reserved
Matters or in respect of any matter which was not part of the original agenda for
such meeting, without the prior written consent of the Investors.
1.11. The Investor Directors or Observers shall at his sole discretion be entitled to
require the Board to delegate decision on any matter placed before the Board to
a meeting of the Shareholders and the Board shall, on being so required by the
Investor Director promptly convene a meeting of the Shareholders to consider the
matter in question.
1.12. Alternate Director: In the event of any Director ("Original Director") being likely
to be absent for a period of at least 3 (Three) months from the State in which
meetings of the Board are ordinarily held, the Board may at a meeting or by a
circular resolution appoint an alternate Director for such Original Director in the
manner specified herein. The Original Director in whose place such alternate
Director is to be appointed or the Party who appoints such Original Director shall
designate the Person to be appointed as an alternate Director to the Board and
the Board shall only appoint such person as the alternate Director.

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 In the event of a casual vacancy arising on account of the resignation of a
Director nominated by a Shareholder or the office of the Directors nominated by a
Shareholder becoming vacant for any reason, the Shareholder who nominated
such Director shall be entitled to nominate a Person as Director to fill the
vacancy.
1.13. Chairman: The Board shall elect a Chairman for each meeting and the Chairman
shall be entitled to chair all meetings of the Board. The Chairman shall not have a
casting vote or second vote.
1.14. Meetings of the Board: (a) Subject to sub-clause (c) below, the Board shall meet
at least once in every calendar quarter and at least 4 (Four) such meetings shall
be held in every year; provided that no more than 120 (One Hundred and Twenty)
days shall pass between the date of one board meeting and the next. In addition
to personal meetings, the Board may act by circular resolution (in accordance
with this Agreement) on any matter except those matters which by Law may only
be acted upon at a physical meeting.
All expenses incurred by the Investors, Investor Directors, Investor Nominees and
the Observers (provided that the expenses of the Observer shall only be borne by
the Company if the relevant Investor appointing such Observer has not appointed
the maximum number of Directors that it is entitled to appoint in accordance with
Clause 15.1.2) appointed by the Investors including without limitation travel,
boarding and lodging expenses for attending the
Board and Board Committee meetings shall be reimbursed by the Company
forthwith on a request for the same being made by the concerned Investor.
(c) The Directors may, if permissible under Law, participate in a meeting of the
Board by means of telephone conferencing, video conferencing or similar
communications equipment by means of which all persons participating in the
meeting can hear one another, without a Director being in the physical presence
of the other Directors, and participation in a meeting pursuant to this
Clause shall constitute presence in person at such meeting.
1.15. Notice of Meeting: At least 7 (Seven) Business Days clear written notice shall be
given for any meeting of the Board to each of the Directors, Investor Nominees
and the Observers nominated by the Investors, whether in India or outside India.
In the case of a Director, Investor Nominee or Observer residing outside India,
notice of such meeting shall be sent to him by electronic mail or by facsimile
transmission. A meeting of the Board may be called by shorter notice with the
prior written consent of the Investors.
Every such notice convening a Board meeting shall contain an agenda for the
Board meeting identifying in sufficient detail, each business to be transacted at
the Board meeting together with all relevant supporting documents in relation
thereto. No matter which has not been detailed in the agenda, shall be transacted
at any meeting of the Board; provided however that, with the prior written
consent of the Investors, a matter not included in the agenda may be transacted
at the meeting. The Company shall provide the Investors with the draft of the
minutes of the meeting of the Board in accordance with Clause15.4.5.
1.16. Circular Resolution: (a) Subject to applicable Law, a written resolution signed by
all the Directors entitled to vote thereon shall be as valid and effectual as a
resolution duly passed at a meeting of the Board and may consist of several
documents in the like form each signed by one or more Directors.
Subject to Clause 15.3, no circular resolution of the Board shall be valid unless
the same has been circulated to all the Directors whether in India or abroad for a
minimum period of 7 (Seven) Business Days and has been signed by all the
Investor Directors either in favour of or against the resolution. In the event any
Director fails to sign such circular resolution within 7 (Seven) days, he shall be
deemed to have rejected the resolution circulated to the Directors for approval.

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1.17. Audit Committee & Compensation Committee: The Board shall establish an Audit
Committee and a Compensation Committee to manage the audit and
compensation affairs, respectively, of the Company. The Audit Committee,
Compensation Committee and all other committees of the Company shall at all
times consist of Investor Nominees of the Investors, all of whom shall be required
to be present to form a quorum of any meeting of such committees and the
provisions of conduct of Board meetings including without limitation notice,
quorum, etc., shall mutatis mutandis apply for meetings of all such committees,
unless otherwise agreed in writing by the Parties. No action or decision shall be
taken by any such meeting of the committees in respect of the Reserved Matters
without the written approval of the Investors being obtained prior to any proposal
involving a Reserved Matter being placed before the meeting of the committees.
No person other than the Investor appointing such Investor Nominee shall at any
time have the right to remove the Investor Nominee from any of the committees
of the Company.
1.18. Decision Making Principles at Board Meetings: Subject to Clause 15.3, all
resolutions of the Board and Board Committees shall be passed by a simple
majority of votes of the Directors entitled to vote thereon (being not less in
number than a quorum for meetings of the Board).

2. Notice of Meetings
2.1. At least 21 (Twenty One) days clear written notice shall be given for any meeting
of the Shareholders of the Company, whether in India or outside India. In the case
of a Shareholder residing outside India, notice of such meeting shall be sent to
him either by electronic mail or by facsimile transmission followed by a
confirmation copy by post at his usual address outside India and also at his
address, if any, in India. A meeting of the Shareholders may be called by shorter
notice in accordance with Applicable Law subject to the prior written approval of
the Investors. Every such notice convening a meeting of the Shareholders shall
contain an agenda for the meeting identifying in sufficient detail, each business to
be transacted at the general meeting together with all relevant documents in
relation thereto and all information required to be furnished under the Act.
[2.2.] Quorum: The quorum for a general meeting shall be a minimum of 2 (Two)
Shareholders, provided that at least 1 (One) representative of IL&FSKOIS and 1
(One) representative of NVPKOIS HOLDINGS is present throughout the meeting.
No general meeting shall be held unless the representative of each of the
Investors is present, provided however that if a quorum is not present within half
an hour of the time appointed for the meeting or ceases to be present, the
meeting shall be stand automatically adjourned by a week at the same time and
the same location, provided that such meeting may be adjourned to a different
time and place in accordance with the Act if all Parties so agree. In the event that
at such adjourned meeting also the quorum is not present, the members present
shall constitute quorum. Notwithstanding anything to the contrary contained
elsewhere, no decision shall be taken by any such adjourned meeting of the
Company in respect of the Reserved Matters or in respect of any matter which
was not part of the original agenda for such meeting, without the prior written
consent of the Investors.
2.2.[2.3.] Decision Making at Meetings: (a) Voting on all matters to be considered at a
general meeting of the Shareholders shall be by way of a poll unless otherwise
agreed upon in writing between the Parties.
g. No matter which has not been detailed in the agenda, shall be transacted at any
meeting of the Shareholders, provided however that a matter not included in the
agenda may be transacted at the meeting with the written consent of the
Investors.

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 h. No decision shall be taken by any meeting of the Shareholders (including an
adjourned meeting) in respect of any of any matter which was not part of the
original agenda for such meeting without the prior written consent of the
Investors. Any resolution passed or decision taken by the general meeting of the
Company shall be subject to Clause 15.3.
2.3.[2.4.] Proxies: The Shareholders shall have the right to appoint a proxy to attend all
the meetings of the Shareholders and further their respective proxies shall have a
right vote of behalf of them on all Shareholders resolutions.

3. RESERVED MATTERS
[3.1.] No resolution shall be taken up, placed, discussed and/or decided at a meeting of
the Board (or any committees thereof) or any meeting of the Shareholders of the
Company (including any adjourned meetings of the Board, committees of the
Board or shareholders), and no action or decision shall be taken (whether by the
Board, any committee, the shareholders or any of the employees, officers or
managers of the Company), with respect to any Reserved Matter, unless, in each
case, the prior written consent of each of IL&FSKOIS and NVPKOIS HOLDINGS is
first obtained. Further, notwithstanding anything to the contrary contained
elsewhere, in the event any Reserved Matters is not required to be specifically
approved by the Board or the Shareholders, such actions shall only be taken by
the Company and its Subsidiaries with the prior written consent of the Investors.
The term “Company” is expanded to include the Company and all its Subsidiaries
for the purpose of the Reserved Matters. Any breach of this Clause shall be
deemed to constitute a Specified Event of Default by the Company.
4. GENERAL PROVISIONS
4.1. The Parties acknowledge that the business of the Company shall be conducted in
accordance with the Business Plan, which has been developed by the Company in
consultation with the Investors and approved by the Investors in writing.
4.2. A detailed Budget along with quarter-wise allocation shall be presented to the
Company’s Board of Directors for approval at least within 30 (Thirty) days before
the commencement of the new Financial Year, which, together with the Business
Plan shall form the basis of management of the business of the Company. The
Board shall, subject to Investors’ prior written consent, approve the Annual
Budget within 15 (Fifteen) days of the commencement of every Financial Year.
The first Annual Budget shall be adopted by the Board within 60 (Sixty) days of
the Closing Date.
4.3. The day to day management of the Company shall be conducted by the
Management Team of the Company. The Managing Director shall report to the
Board on a monthly basis, based on the MIS process approved by the Board with
the prior written consent of the Investors.
4.4. The Parties shall not act in any manner that is prejudicial to the rights of the other
Parties under the Definitive Agreements. The Parties recognise that all the Parties
have rights and obligations under the Definitive Agreements. It is agreed between
the Parties that the Parties shall not act in any manner or do any deed or thing
under the Definitive Agreement, that would derogate or adversely affect the
rights of the other Parties hereunder. The Parties shall cause their representatives
and nominees to exercise their voting rights at the meetings of the Shareholders
and the Board in the manner necessary to give effect to the terms of the
Definitive Agreements, and to do and perform all acts, deeds and things as may
be expedient to give effect to the terms of the Definitive Agreements.
4.5. The draft of the minutes of any meeting of the Board, Shareholders and Board
Committees shall be sent to the Investors for confirmation within 7 (Seven) days

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 of a meeting and shall be confirmed by the Investors in writing prior to the
ratification of such minutes at the next meeting of the Board, Shareholders or
Board Committees, as applicable and prior to filing such minutes with any
Governmental Authority. The Company shall within 2 (Two) Business Days of the
Investor confirming any draft minutes of the Board, Shareholders or Board
Committees, provide a certified copy of the same to the Investors.

5. COVENANTS
The Company and each of the Promoters jointly and severally covenant to the
Investors as
follows:
5.1. Business of the Company
(a) The business of the Company shall be restricted to the Principal Business and the
Company shall not carry on any other business except with the prior written
consent of the Investors. The Company shall be the sole and exclusive vehicle for
the business for the Promoters. The Promoters shall be responsible for the
procurement of necessary Licenses, registrations, consents, approvals, financing
and guarantees necessary for the operations of the Company and its Principal
Business. The Company is not carrying on and shall not carry on any operations
or activities that are not under the 100% automatic route prescribed under FEMA
or any activity in which foreign direct investment is restricted or is subject to any
limits or sectoral caps.
(b) The Company and the Promoters shall on a continuing basis take all actions
required to adhere to Applicable Laws (including Applicable Laws relating to
environment, safety, health and labour) and government approvals and Licenses
and maintain and keep in force all applicable Licenses, consents and approvals
required to carry on the business of the Company.
(c) The Company shall and the Promoters shall ensure that the Company shall
adhere to best business practices in corporate governance as per industry
standards and conduct their business in compliance with all Applicable Laws. The
Company shall and the Promoters shall ensure that the Company shall, at all
times, comply with the ESPF Covenants as specified in Part A of Annexure 12.
(d) The Company shall and the Promoters shall ensure that the Company shall
provide the Investors with (a) a monthly impact report in the form specified in
Part B of Annexure 12, within 15 (Fifteen) days from the end of each calendar
month; (b) a quarterly ESG report in the form specified in Part C of Annexure
12, within 45 (Forty Five) days from the end of every calendar quarter; and (c) a
quarterly compliance certificate in the form specified in Part D of Annexure 12
within 45 (Forty Five) days from the end of every calendar quarter.
(e) Any future investment by the Company in the Principal Business shall be subject
to the Business Plan and the sanction of the Board in accordance with the
Definitive Agreements. The Promoters shall provide such information as the Board
may reasonably require in making an informed assessment about the proposed
investment.

5.2. Subsidiaries

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 All future Subsidiaries of the Company shall only be incorporated by a resolution
of the Board of the Company with the prior written approval of the Investors in
accordance with this Agreement.
All the rights available to the Investors in the Definitive Agreements, including
without limitation in respect of management, representation in the Board and
Board Committees, quorum and decision making principles by the Board,
Shareholders, audit and investigation rights etc shall mutatis mutandis be
available to the Investors in each of the Subsidiaries of the Company without the
requirement of the Investors holding any shares in the Subsidiaries or nominating
any Directors in the Subsidiaries. The Promoters and the Company shall ensure
that the nominees of the Investors shall be appointed by each of such
Subsidiaries. Each Investor Director, Observer and Investor Nominee of the
Subsidiaries of the Company shall be appointed and removed only by the
Company in accordance with this Agreement.

All provisions of this Agreement applicable to the Company including all

conditions, restrictions and standards applicable to the Company as specified in
this Agreement shall also apply mutatis mutandis to the Subsidiaries of the
Company and all references in this Agreement to the Company shall mutatis
mutandis be deemed to also include a reference to its Subsidiaries.

Notwithstanding anything to the contrary contained elsewhere, the Company

shall ensure that no resolution shall be passed or decision be taken by the Board
or general meeting or Board Committee of the Subsidiaries of Company in respect
of any of the Reserved Matters in respect of its Subsidiaries, unless such
resolution or decision has first been approved by the Board of the Company with
the prior written approval of the Investors prior to such meeting of the Board or
shareholders or Board Committee of the Subsidiaries of the Company. The
Company shall ensure that the Articles of Association (or other charter
documents, as applicable) of the Subsidiaries of the Company reflect the
applicable provisions of the Definitive Agreements
at all times, as approved by the Investors.

Each of the Promoters jointly and severally undertakes that they shall, for the
term of this Agreement ensure that they shall not whether by themselves or
through the Promoter Associates hold any shares in any of the Company's
Subsidiaries, Affiliates and associated companies, provided however that the
Promoters may hold nominal number of shares in the Subsidiaries for the purpose
of meeting regulatory requirements as long as the beneficial interest in such
shares vest with the Company.

5.3. Related Party Transactions

The Promoters and the Company hereby covenant that all transactions entered
into in relation to the Company and to be entered into in future with any Related
Party, or in which any Related Party, or any entity in which any Related Party, has
any interest shall be beneficial to the Company and shall be made on an Arm’s
Length Basis, after due regard to the interests of the Company, and any such
transaction shall only be effected with the prior written approval of the Investors.

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5.4. Right to appoint and remove the Chief Financial Officer
The Investors shall have the right to jointly nominate any Person to be the chief
financial officer of the Company, by sending a written notice in this regard to the
Promoters and the Promoters and the Company shall forthwith take all actions
required to appoint such Person nominated by the Investors as the chief financial
officer of the Company. The Company and the Promoters shall have the right to
propose names for such appointment for the consideration of the Investors,
provided that the Investors shall not be bound by such proposals in any manner.
Further, the Investors shall have the right to require the Company to forthwith
terminate the employment of the chief financial officer of the Company at any
time and the Promoters and the Company shall forthwith take all actions required
to terminate the employment of such chief financial officer in the manner
specified by the Investors.

5.5. Waiver of Pre-Emption Rights

Each of the Promoters and Other Shareholders hereby waives any and all rights of
pre-emption or rights of first refusal or any similar right which it has (or may
have) with respect to the acquisition by the Investors of the Investor Shares and
the Equity Shares issuable on conversion of the Investor Preference Shares,
whether pursuant to the Memorandum and Articles, contract or otherwise.

5.6. Special Rights

The Company and the Promoters undertake that they shall not grant any Person
any special rights in the Company without the prior written consent of the
Investors.

5.7. Prohibited Payments

The Company and the Promoters represent and warrant to the Investors that
none of the Company and the Promoters or any Person acting on their behalf,
have: (i) violated or are in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977 (“FCPA”), (ii) violated or are in violation of any applicable
anti-bribery or anti-corruption Law or regulation enacted in any jurisdiction,
whether in connection with or arising from the OECD Convention Combating
Bribery of Foreign Public Officials in International Business Transactions or
otherwise, (iii) violated or are in violation of International Traffic in Arms
Regulations, Export Administration Regulations (including the anti-boycott
provisions) or (iv) made any Prohibited Payments in respect of or in connection
with the business or affairs of the Company or any transaction contemplated by
the Definitive Agreements. The Company and Promoters undertake that none of
the Company and the Promoters or any Person acting on their behalf shall in
future make any such Prohibited Payments. If any business partners, or Affiliates
of Promoters or any member of the Management Team are convicted for any
material breach of Law or offence involving moral turpitude, the Company shall
promptly disassociate itself from such Person and shall not thereafter have any
dealings with such Person. The Company and its employees, Directors and
officers have engaged and shall continue to engage only in legitimate business
and ethical practices in the business and operations and in relation to the
Government Authorities.

5.8. Company A/c

The Company shall open the Company A/c with a Bank acceptable to the
Investors and shall not be entitled to make any change to the signatories to the

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 Company A/c without the prior written consent of the Investors, provided that the
Company shall replace the signatory nominated by each Investor upon written
instructions in this regard from the relevant Investor. The Promoters and the
Company shall cause the Subscription Consideration to be deposited in the
Company A/c in accordance with this Agreement.

5.9. Bank Accounts of the Company

All bank accounts of the Company, existing on the Execution Date have been set
forth in the Disclosure Schedule. The Company and Promoters hereby undertake
that the Company shall not open any other bank account (other than the bank
accounts specified in the Disclosure Schedule and the Company A/c) on or after
the Execution Date, without the specific authorisation of the Board. The Company
A/c shall only be operated only upon joint instructions of the representatives of
the Promoters, NVPKOIS HOLDINGS and the Nominating IL&FSKOIS Entity who
shall be joint signatories of the Company A/c.
5.10. The Company shall not and the Promoters shall ensure that the Company shall
not make any purchase of securities either private or publicly traded for
speculative or non-strategic investment purposes.

5.11. Employment of the Management Team:

a. If so required by the Acquirer, the Promoters shall, and the Promoters shall
ensure that the Management Team of the Company undertake to, continue in
the employment of the Company for at least 2 (Two) years from the date of
consummation of sale, merger or other transaction contemplated pursuant to
the exercise of the Drag Right by the Investor/s and shall provide a written
undertaking in this regard to the Acquirer. The terms of such employment
shall be mutually agreed between the Promoters and the Management Team
and the acquirer and shall be binding on the Promoters and the Management
Team if such terms are no less favourable than their then existing terms of
employment in the Company.
b. The Promoters shall ensure that the Management Team and the key
employees shall enter into binding employment contracts (including
nondisclosure, non-competition and non-solicitation provisions) with the
Company on terms to be approved by the Investors in writing on or prior to
the Closing Date. Such employees shall devote their full time and attention
exclusively to the Company and shall not assume any executive
responsibilities in any other entity.
c. The Investors shall be kept informed in advance on an on-going basis of any
appointment, removal and resignation of any member of the Management
Team. The Company shall keep the Investors informed in writing of key
changes or anticipated changes in the management and of any material
significant change in the non-managerial staff composition within 7 (Seven)
days of such event taking place.
d. The Promoters and the Company represent and warrant to the Investors that
(i) there are no existing or potential outstanding legal issues, disqualifications
against them or the Company in respect of any specific arrangements or
obligations relating to their previous employment or otherwise; (ii) the
Promoters and the Management Team have not breached their previous
employment agreement and are currently not involved in any
litigation/dispute with their previous employers as of date; and the Promoters
and the Company shall indemnify the Investors against any and all liability
that may arise out of the breach of the aforesaid representations.

5.12. Compliance Officer and Officer in Default

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 a. The Managing Director / Chief Executive Officer of the Company shall be
appointed as the compliance officer of the Company by the Board of Directors,
within 30 (Thirty) days of the Closing Date (“Compliance Officer”). The
Compliance Officer shall be in charge of and responsible to the Company for
ensuring compliance by the Company with all Laws applicable to the business
and operations of the Company including without limitations applicable safety,
environment, health and labour legislations and shall have the obligations
specified in the Definitive Agreements. The Company shall also set up a
compliance committee comprising of the whole-time directors and a senior
human resources executive within 30 (Thirty) days of the Closing Date
(“Compliance Committee”). The Compliance Committee shall oversee the
activities of the Compliance Officer and shall ensure compliance by the
Company with all relevant Laws applicable to the business and operations of
the Company. The Compliance Officer shall: (a) provide the Compliance
Committee with quarterly reports on the status of compliance by the
Company with Applicable Laws and measures being taken by the Compliance
Officer to ensure compliance; and (b) promptly inform the Compliance
Committee of any violation by the Company of the provisions of any relevant
Law applicable to the business and operations of the Company including
without limitation applicable health, environment and labour legislations and
take all necessary steps to rectify the same. The Company shall appoint its
Managing Director/Chief Executive Officer as the ‘Officer in Default’ under the
Act.

5.13. Insurance
The Company shall obtain and maintain insurance with reputable insurers,
consistent with regulatory requirements and market practice. Further, the
Company shall obtain and maintain the following insurance with reputable
insurers, at its own cost as long as the Investors hold any Shares in the Company:
(i) Directors and Officers Liability Insurance with a coverage limit specified by the
Investors 60 (Sixty) days of the Closing Date; (ii) Keyman insurance for the
Management Team with a coverage limit specified by the Investors, naming the
Company as the beneficiary, within 60 (Sixty) days of the Closing Date; and (iii)
Comprehensive General Business Liability Insurance with a coverage limit
specified by the Investors within 60 (Sixty) days of the Closing Date;
(b) The Company shall also take a comprehensive liability, fire, earthquake,
extended coverage and other appropriate insurance coverage to the extent
required by the Investors. The Company shall forthwith provide the Investors with
copies of all insurance policies taken out by the Company including without
limitation copies of all extensions, modifications, renewals, purchase of new or
additional insurance, communications received from insurers and proof of
payment of premiums. (c) The Articles of the Company shall at all times
specifically provide for
indemnification for the Directors of the Company.

5.14. Financial Year and Accounting System

Subject to the provisions of Law, the Financial Year of the Company shall be the
period ending March 31 in each year and beginning April 01 in each year or as
may be changed by the Parties in accordance with this Agreement. The accounts
of the Company shall be maintained in accordance with Indian GAAP.
(b) An annual audit of the books of accounts, records and affairs of the Company
shall be made each year immediately following the close of the Financial Year by
the Auditors of the Company. The scope of audit of the Company shall be finalized
in conjunction with and to the satisfaction of the Investors.

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 (c) The annual accounts and Financial Statements of the Company shall be
required to be approved unanimously by the Audit Committee. The Annual
Accounts shall be placed before the Board for approval after the same is so
approved by the Audit Committee.
(d) The Company shall and the Promoters shall ensure that the Company
authorise the Auditors and Internal Auditors of the Company, in a format
acceptable to the Investors, to communicate directly with the Investors in respect
of all audit and financial information regarding the Company and disclosing
financial information of the Company to the Investors.

5.15. Auditors
The Company shall at all times appoint a Big 6 Firm or any other reputed
accounting firm as approved by the Investors, as the Auditor of the Company.
Further, each of the Investor shall have the right to cause the Company to
appoint a reputed accounting firm acceptable to such Investor for conducting the
internal audit of the Company (“Internal Auditor”). Such Internal Auditor shall
report directly to the Board of the Company.
(b) In the event an Investor reasonably believes that there has been a material
misstatement or irregularity in the Financial Statements of the Company, either
based on the report of the Auditor or in their own opinion, then, without prejudice
to any other rights available to the Investors under Law, contract or equity, the
Investor shall have the right to appoint a special
auditor of its choice at the cost of the Company to conduct one time, periodic or
regular audits of the Company to the satisfaction of the Investors. The Promoters
and the Company shall provide all requisite assistance in this regard and the cost
of such special auditor shall be borne exclusively by the Company. In the event
the auditors conducting such audits come to the conclusion that there has been a
material misstatement or irregularity in the Financial Statements of the Company,
the Company shall and the Promoters shall ensure that the, shall restate their
Financial Statements if so required by the Investor.

5.16. Valuation
The Parties agree that any valuation to be undertaken for the purpose of the
Definitive Agreements or the transactions contemplated under the Definitive
Agreements shall be undertaken by the Valuer. The Company and Promoters shall
appoint such Valuer at the cost of the Company, promptly upon notice from the
Investors in this regard. In the event of any valuation required to be obtained by
the Company in relation to any proposed issuance of Shares by the Company,
such valuation shall be obtained in accordance with applicable Law from the
Valuer.

5.17. Lien
The Company shall maintain good title to all freehold fixed assets, undertakings,
property, revenues of the Company and on their respective share capital and
other equity interests, tangible and intangible assets, free and clear of any
Encumbrances, except, to the extent as disclosed in the Disclosure Schedule and
in future with the sanction of the Board in accordance with this Agreement. The
Company shall not provide any security, guarantee or indemnity in respect of any
debt of any Person including without limitation the Shareholders of the Company
or any Related Party except with the prior written consent of the Investors.

5.18. PFIC
The Company shall provide the Investors with any and all information as shall be
required by the Investors (i) to determine whether the Company qualifies as a
‘passive foreign investment company’ (“PFIC”) as defined under the US Internal

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 Revenue Code (“Code”) (Title 26 of the United States Code) as amended from
time to time; and (ii) to enable the Investor to make qualified fund election in
respect of such PFIC. The Promoters and the Company shall use reasonable
efforts to avoid classification as a PFIC for current and future tax years. Further, in
the event that the Company becomes a PFIC after the Closing Date, then the
Promoters and the Company shall undertake all actions required by the Investors
pursuant to such PFIC status including, without limitation, permitting the Investors
and their respective investors the right to examine permanent books of account,
records, and such other documents that are necessary to establish that PFIC
ordinary earnings and net capital gains, as provided in Section 1293(e) of the
Code, are computed in accordance with U.S income tax principles.

The Company and the Promoters shall not enter into any agreement whereby the
income or profits of the Company are shared with any Person.

The Promoters and Company acknowledge that:

(a) The Promoters have provided a loan of Rs. 1,10,00,000/- (Rupees One Crore
and Ten Lakhs) to the Company of which (i) Rs. 80,00,000/- (Rupees Eighty
Lakhs) carries interest at the 12% (Twelve Percent) per annum; and (ii) Rs.
30,00,000/- (Rupees Thirty Lakhs) carries no interest on and from April 01,
2016 (“Outstanding Promoter Loan”) which is outstanding from the Company
to the Promoters as on the Execution Date and other than the aforesaid
amount, there are no outstanding dues owed to the Promoters;
(b) the Promoters shall be issued a total of 75,858 (Seventy Five Thousand Eight
Hundred and Fifty Eight) Series B Equity Shares in the manner specified in
Part B of Annexure 1 hereto, prior to the Closing Date in consideration of the
principal amount of Rs. 80,00,000/- (Rupees Eighty Lakhs) out of the
Outstanding Promoter Loan due to them and the outstanding interest on the
said principal amount shall be repaid by the Company to the Promoters in
cash through normal banking channels; and
(c) the remaining Rs. 30,00,000/- (Rupees Thirty Lakhs) shall be paid to the
Promoters (other than Dr. Praveen Venkatagiri) on the Closing Date and upon
such payment, the Outstanding Promoter Loan shall stand settled in full and
the Promoters shall certify the same and the fact that no further amounts are
due to them from the Company in writing forthwith on receipt of such
amounts.

5.19. Promoter Covenants and Undertakings

The Promoters jointly and severally covenant and undertake to the Investors as
follows:
a. Non Disposal: No Shares held by the Promoters shall be directly or indirectly
Transferred or Encumbered or otherwise disposed, except as specifically
permitted in this Agreement. The Promoters shall not do any other act, which
has the effect of undermining the underlying beneficial/fiduciary rights and
responsibilities of the Promoters without the prior written consent of the
Investors. No member of the Promoters shall provide any personal guarantees
in respect of the liability of any other Person without the prior written consent
of the Investors.
b. Change in Control: Notwithstanding anything to the contrary contained
elsewhere and without prejudice to any other provision in the Definitive
Agreements which puts a more stringent obligation on the Promoters, the
Promoters shall not do anything that would result in a direct or indirect
change in Control of the Company whether through a dilution of the
shareholding of the Promoters in the Company (whether through a Transfer of
shares or issue of Dilution Instruments), dilution of the shareholding of the

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 Company in its Subsidiaries (whether through a Transfer of shares or issue of
Dilution Instruments) or otherwise, without the prior written consent of the
Investors, as long as the Investors hold any Shares in the Company. A breach
of this Clause shall be deemed to be a Specified Event of Default under this
Agreement.
c. Responsibilities of the Promoters: In addition to its other obligations set out in
this Agreement, the Promoters shall also have the following responsibilities:
(a) Assist the Company to liaison with Governmental Authorities, obtaining
necessary Licenses, registrations, consents, approvals, financing and
guarantees necessary for the operations of the Company, making the
necessary filings and registrations including compliance with Applicable Laws
to ensure smooth operations of the Company;
(b) Assist the Company to take all necessary steps (in consultation with the
Investors) for the establishment by the Company of the infrastructure as may
be necessary for the business of the Company;
(c) Assist the Company in the hiring and training of personnel and leading and
developing the Principal Business of the Company; and
(d) Assist the Company in relation to pricing and negotiations for marketing
their services and products.
d. The Promoters shall, subject to Applicable Law, on the Closing Date and
Additional Closing Date, ensure that the requisite documents in respect of all
the Escrow Shares (as determined on such Closing Date or Additional Closing
Date) are deposited with the Escrow Agent in accordance with the Escrow
Agreement.

6. INFORMATION & INSPECTION RIGHTS

The Investors shall be entitled to receive all information available to a Director of

the Company forthwith on request. In addition, as long as the Investors hold any
Shares in the Company, the Company shall promptly deliver the following to the
Investors, in agreed form, without any request being made by the Investors in this
regard:
6.1. Audited annual consolidated Financial Statements of the Company including
audited statements of income, and statement of equity share capital of the
Company on a Fully Diluted Basis, within 90 (Ninety) days after the end of each
Financial Year certified by the Auditor of the Company;
6.2. Unaudited quarterly consolidated Financial Statements of the Company including
statements of income and management report within (a) 45 (Forty Five) days of
the end of first quarter of each Financial Year; and (b) 30 (Thirty) days of the end
of each quarter of each Financial Year; certified by the Internal Auditors and
accompanied by a report from the Chief Executive Officer of the Company;
6.3. The internally prepared monthly MIS within 20 (Twenty) days of the end of each
calendar month;
6.4. An annual budget for the next Financial Year including operating and capital
budgets and such other reasonable information requested by the Investors, at
least 30 (Thirty) days prior to the commencement of such Financial Year prepared
on a quarterly basis certified by the Managing Director/Chief Executive Officer of
the Company;
6.5. Details of any event which would have a Material Adverse Effect;
6.6. copies of any material notices received by the Company from any Governmental
Authorities within 5 (Five) days of receipt and responses filed by the Company
within 3 (Three) days of dispatch;

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6.7. Copies of changes to any material Licenses and material agreements of the
Company within 7 (Seven) days of the occurrence of such change;
6.8. The draft of the minutes of any meeting of the Board or Shareholders or Board
Committees shall be sent to the Investors for confirmation within 7 (Seven) days
of a meeting. A certified copy of the minutes of meetings of the Board,
Shareholders and Board Committees shall be provided to the Investors within 5
(Five) days of the Investor confirming any draft minutes of meeting of the Board
or Shareholders or committees, as the case may be;
6.9. Details of any notices, actions, litigation (including winding-up proceedings or
notices under any enactment or regulation), proceedings, disputes, or adverse
changes in respect of the Company within 5 (Five) days of the occurrence of such
event;
6.10. All notices, circulars and agendas of Board meetings (including meetings of Board
Committees) as well as copies of all board papers in respect of the Company at
least 15 (Fifteen) Business Days prior to the Board or Board Committee meeting
and notices of each adjourned meeting shall be sent to the Investors at least 3
(Three) Business Days prior to the adjourned Board or Board Committee meeting.
If any longer notice periods are specified elsewhere in this Agreement, such
longer notice periods shall apply;
6.11. Promptly and in any event within 14 (Fourteen) days following any request, up to
date versions of the Company’s Memorandum and Articles of Association bearing
the evidence of having filed the same with the Registrar of Companies/relevant
authority, an updated copy of the Company’s capitalization table on a Fully
Diluted Basis and all documents relating to any financings by the Company, the
management of the Company, or otherwise affecting the Investors, in each case
with all amendments and restatements;
6.12. Any other information including capital expenditure budgets, all management
reporting information and details of any other significant event affecting the
Company, as may be requested by the Investors.

All Financial Statements and other information to be provided to the Investors

pursuant to this Clause 17.1 shall be (i) in a form acceptable to the Investors; (ii)
on a consolidated and unconsolidated basis and shall include at least a balance
sheet, income statement, a statement of profit or loss, and statements of cash
flow; (iii) prepared in English in accordance with Indian GAAP; (iv) accompanied
by a report from the Managing Director/Chief Executive Officer of the Company
and a discussion of key issues and variances to the Annual Budget, to any
previous period and to the corresponding period in the previous Financial Year.
Such report shall also disclose and address any material issues that have come to
light or have arisen during the relevant reporting period, including any
environmental, health and social issues relating to the Company’s business and
prospects, which may result in a deviation from the Annual Budget in future. The
Auditor of the Company shall prepare all annual audited Financial Statements.

6.13. The Company shall table before the Board the reports of the Internal Auditors of
the Company on a regular basis and shall work towards the suggestions and
improvements as identified in the said reports.
6.14. As long as any Investor holds any Shares in the Company, such Investor and its
designated officers, employees, accountants, auditors, attorneys and advisors
(subject to such Persons executing a non-disclosure agreement) shall have the
right, at any time and from time to time during normal business hours and with
prior notice of atleast 1 (One) Business Day, to inspect the properties, assets,
corporate, financial and other books, records, contracts, commitments and other
documents of the Company and to copy books, documents and records at their
sole discretion and to consult with the Promoters, Directors, Management Team,

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 officers, Auditors, Internal Auditors and attorneys of the Company on the
business, actions, plans, budgets, finances, compliances, etc of the Company for
the purpose of affording to the Investors, full opportunity to make such
investigation as it shall desire and it is understood that the Investors may conduct
such inspection/investigation through its advisors / consultants or cause the
Company to undertake periodic secretarial audits or an audit of the business of
the Company. The cost of such investigations shall be borne by the Company if
any irregularities or misrepresentations are found. Such investigations and audit,
however, shall not affect the Representations and Warranties made by the
Company and the Promoters in the Definitive Agreements.
6.15. The right of the Investors under Clause 17.3 shall cease to be available to the
Investor on the successful completion of the QIPO.

7. INDEMNITY

7.1. The Company and each of the Promoters (each an “Indemnifying Party”) jointly
and severally agree to indemnify, defend and hold harmless (and keep at all
times fully indemnified and harmless), each of the Investors (and their respective
investors, investment advisors, Investor Directors, Investor Nominees, Observers
nominated by the Investors to the Board, officers, employees, agents, Affiliates,
representatives, successors and assigns) (collectively referred to as the
“Indemnified Parties”), from and against any and all Damages arising directly out
of, or in relation to or otherwise in respect of (“Losses”): (i) any legal claims made
by any Person relating to ownership of the Investor Shares (other than the
Investor Equity Shares purchased from the Existing Investor) and Equity Shares
issuable on conversion of the Investor Preference Shares; (ii) any inaccuracy in or
any breach of or of non-performance of any Representation and Warranty (other
than to the extent qualified in the Disclosure Schedule); (iii) any breach of any
covenant, obligation, undertaking or agreement of the Company or the Promoters
contained in the Definitive Agreements which breach is not cured within 30
(Thirty) days from the date of notice of such breach (if such breach is capable of
being cured); (iii) any liability arising out of non-compliance with Applicable Laws
including without limitation in respect of Taxes and/or labour contributions and
social contributions (provided that in respect of such liabilities arising in respect
of any occurrence prior to the Closing Date, subject to Clause 18.2, the indemnity
obligations contained in this Clause shall be subject to the disclosures made in
the Disclosure Schedule); (iv) any fraud, gross negligence or wilful misconduct of
the Promoters or the Company; (v) any legal proceedings initiated against the
Investors relating to the business or operations of the Company (provided that in
respect of such liabilities arising in respect of any occurrence prior to the Closing
Date, subject to Clause 18.2, the indemnity obligations contained in this Clause
shall be subject to the disclosures made in the Disclosure Schedule).

7.2. Without prejudice to the indemnity obligation of the Indemnifying Parties under
Clause 18.1 above and notwithstanding any disclosures contained in the
Disclosure Schedule, the Indemnifying Parties jointly and severally agree to
indemnify, defend and hold harmless (and keep at all times fully indemnified and
harmless), the Indemnified Parties from and against any and all Losses arising
directly out of, or in relation to or otherwise in respect of the matters specified in
below:
(a) Any liability arising out of a breach by the Company and/or Promoters of the
Financing Documents;
(b) Any liability arising out of non- compliance with Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013;

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 (c) Any liability arising out of non-compliance with Hazardous Wastes (Management,
Handling and Transboundary Movement ) Rules, 2008;
(d) Any liability arising out of non-compliance with the Karnataka Private Medical
Establishments Act, 2007, Medical Termination of Pregnancy Act, 1971 and the
Drugs and Cosmetics Act, 1940;
(e) Any liability on account of the requisite Licenses/clearances/authorizations for the
use of the premises of the Company as a hospital or IVF Centre (as applicable)
not having been obtained;
(f) Any liability arising out of non-compliance with conditions of occupation
certificates of any of the buildings where the Company carries on its business;
(g) Any liability arising out of non-compliance with the provisions of the Karnataka
Tax on Profession, Trades, Callings and Employments Act, 1976;
(h) Any liability arising out of show cause notice dated March 17, 2016 received by
the Company from Karnataka Medical Council or any other action or proceeding
initiated against the Company before any court or authority in relation to the
matter referred therein.
7.3. The Company and the Promoters acknowledge that any Loss incurred or suffered
by the Company from events as specified under Clauses 18.1 and 18.2 shall be
deemed to be a Loss incurred or suffered by the Investors to the extent of its
direct or indirect shareholding in the Company for the purpose of this Clause 18
and such Loss suffered by each Investor shall be deemed to be equal to the
amount determined in accordance with the formula specified below:
X=AxB
Where:
X = the amount of Losses deemed to have been suffered by an Investor;
A = the amount of Losses suffered by the Company which is the subject matter of
the Indemnity claim; and
B = the sum of direct and indirect shareholding percentage of such Investor in
such the Company on a Fully Diluted Basis.
7.4. Any compensation or indemnity as referred to above, shall be such, as to place
the Indemnified Parties or, at the election of the Indemnified Parties, the
Company, in the same position as it would have been in, had there not been any
breach and as if the Representations and Warranties under which the Indemnified
Parties were to be indemnified, had been correct.
7.5. The rights of indemnification of the Indemnified Parties hereunder shall be in
addition to all other rights available to them in Law, equity or otherwise, including
without limitation, rights of specific performance, rescission and restitution.
7.6. In respect of any matter in relation to which the Indemnified Parties are entitled
to be indemnified by the Company and the Promoters under the Definitive
Agreements, each of the Promoters and the Company agree and acknowledge
that the Investors shall be entitled, at their option, to proceed against the
Company and each of the Promoters, and the Company and each of the
Promoters shall be jointly and severally liable in this regard and in the event that
the Company makes any payment to the Investors hereunder, the same shall be
grossed to take into account the Loss suffered by the Investors as a consequence
of such payment on account of the Shares held in the Company by the Investors.
Such gross up amounts shall be determined in accordance with the below
formula:
X = A / (1 – B)
Where:
X = the amount of indemnity payment to be made by the Company to an Investor
including the gross up amounts pursuant to this Clause;
A = the amount of Losses which is the subject matter of the Indemnity claim prior
to the
gross up; and

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 B = the sum of direct and indirect shareholding percentage of such Investor in
such the
Company on a Fully Diluted Basis.

7.7. The Company and the Promoters shall indemnify the Investor Directors to the
fullest extent permissible under Law against any and all Losses which the Investor
Directors incurs or becomes obligated to incur in connection with any action, suit,
claim or proceeding that the Investor Directors become a party to, or witness or
participant (including on appeal) in, or is threatened to be made a party to, or
witness or participant (including on appeal) arising out of any act, omission,
negligence or misconduct of or by the Company, the Promoters or their
employees or agents or contravention of any Law in respect of the business of the
Company; and any action or proceedings taken against the Investor Directors in
connection with any such contravention or alleged contravention.

7.8. Any indemnity payments made pursuant to the Definitive Agreements shall be
made free and clear of and without deduction for or on account of any Taxes,
costs or expenses except as may be required by any Applicable Law. If any Taxes
or amounts in respect of such Taxes, costs or expenses must be deducted, or any
other deductions must be made, from any amounts payable or paid pursuant to
the Definitive Agreements, such additional amounts shall be paid by the Company
or Promoters or both, as the case may be and as may be necessary to ensure that
the Indemnified Parties receive a net amount equal to the full amount which they
would have received had payment not been made subject to such Taxes, costs or
expenses.

7.9. The knowledge of the Indemnified Parties (other than to the extent set out in the
Disclosure Schedule, which shall however not in any manner affect or limit the
specific indemnities specified in Clause 18.2) or the conduct of any investigation
(actual, constructive or imputed) by the Indemnified Parties shall not in any
manner affect or limit the right to indemnification set forth hereinabove.

7.10. Indemnification Procedures for Third Party Claims

a. In the event that an Indemnified Party(ies) receives notice of the assertion of any
claim or the commencement of any proceedings by a third party in respect of
which indemnity may be sought under the provisions of Clause 18, as applicable
(“Third Party Claim”), the Indemnified Party(ies) shall notify the Indemnifying
Party(ies) in writing of such Third Party Claim (a “Notice of Claim”) within 30
(Thirty) Business Days of receipt of the notice of the Third Party Claim; provided,
however, that any delay to so notify the Indemnifying Parties shall not relieve any
of the Indemnifying Parties from any obligation or liability. The Notice of Claim
shall contain details of such claim of indemnity and the amount or an estimate of
the amount claimed to the
extent available.

b. Subject to further provisions of this Clause 18.10, the Indemnifying Party(ies)

will have 30 (Thirty) days (or less if the nature of the Third Party Claim so
requires) from the date on which the Indemnifying Party(ies) received the
Notice of Claim to notify the Indemnified Party(ies) that the Indemnifying
Party(ies) will assume the defense of such Third Party Claim (a “Third Party
Defence”) with counsel of its choice and at its sole cost and expense. If the
Indemnifying Parties elect to assume such control, the Indemnified Party shall
co-operate where necessary with the Indemnifying Parties, and their legal
advisors and shall have the right to participate in the negotiation, settlement

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 or defense of such Third Party Claims at its own expense. Subject to Clause
18.10.3, the Indemnifying Party(ies) shall decide upon the course of the Third
Party Defence, after having considered the recommendations by the
Indemnified Party(ies) with respect to the same.
c. If the Indemnifying Party(ies) assume control of a Third Party Defence, (i) the
Indemnifying Party(ies) will not consent to or enter into any settlement or
compromise in relation to such Third Party Claim except with the written
consent of the Indemnified Party(ies) (not to be unreasonably withheld or
delayed); and (ii) the Indemnifying Parties shall not accept any liability on part
of the Company without prior written approval of the Investors.
d. In the event that the Indemnifying Party(ies) fail to give notice of their
intention to control the Third Party Defence within the time period specified
under Clause 19.9.2 or elect not to assume control of the Third Party Defence,
the Indemnified Party(ies) shall have the right, with counsel of their choice, to
defend, conduct, control and settle the Third Party Claim, at the sole cost and
expense of the Indemnifying Party(ies). In each case, Indemnifying Party(ies)
will provide reasonable cooperation in the Third Party Defense.
e. Indemnification Procedures for Non-Third Party Claims: In the event of a claim,
that does not involve a Third Party Claim being asserted against the
Indemnified Party(ies), the Indemnified Party(ies) shall send a Notice of Claim
to the Indemnifying Party(ies). The Notice of Claim shall contain details of the
claim and the amount or an estimate of the amount claimed to the extent
available. The Indemnifying Party(ies) will have 30 (Thirty) Business Days from
receipt of such Notice of Claim to make the payment to the Indemnified
Party(ies) as stated in the Notice of Claim unless disputed.

7.11. Limitation on Liability

The foregoing shall not cover any liability for Taxation to the extent that:
(a) a provision or reserve in respect thereof is made in the Benchmark Financial
Statements; or
(b) Any Tax that arises or is increased (only to the extent of the increase) for the
period till the Closing Date as a result only of any change in the law of Tax
announced and coming into force after the Closing Date or the withdrawal after
the Closing Date of any retrospective statutory concession previously made by a
Taxation authority;

The Indemnifying Parties shall not be liable in respect of any Losses unless the
aggregate liability for all such Losses equals or exceeds Rs. 5,00,000/- (Rupees
Five Lakhs), in which case the Indemnifying Parties shall be liable for the entire
amount of all such Losses and not merely the excess amount, provided that the
forgoing shall not apply to any Losses on account of fraud, wilful misconduct or
gross negligence by or on behalf of the Indemnifying Parties.

The total liability of the Promoters towards the Indemnified Parties under the
Definitive Agreements, shall be limited to Rs. 3,00,00,000 (Rupees Three Crores
only). It is clarified that the foregoing shall not in any manner limit the liability of
the Company or the Indemnified Parties’ right to claim an adjustment to the
Conversion Valuation in accordance with Clause 18.13 for Losses in excess of Rs.
3,00,00,000/- (Rupees Three Crores). Notwithstanding anything to the contrary
contained in this Agreement, the aforesaid limit on the liability of the Promoters
shall not apply to any Losses on account of fraud, wilful misconduct or gross
negligence by or on behalf of the Indemnifying Parties.

In the event the Indemnified Party is in receipt of any indemnity pay out from the
Indemnifying Party and such amounts are subsequently recovered by the

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 Indemnified Party from a third person or an insurance company (subject to such
insurance policy having been taken by the Company and/or the Promoters), then
such amounts shall be refunded by the Indemnified Party to the Indemnifying
Party.

Subject to the indemnity processes set out hereinabove, in the event the
Promoters and/or the Company fail to make any indemnity payments specified in
this Clause 18 within 30 (Thirty) Business Days of receipt of a notice from the
Investor/s in this regard, then, without prejudice to the right of the Investors to
specifically enforce the obligation of the Promoter and/or the Company to make
such indemnity payments, the Investors shall have the right, by notice in writing
to the Company and the other Investors, to forthwith cause the Conversion
Valuation to stand reduced so as to account for the indemnity payments due
pursuant to this Clause. In the event the Investors elect to cause the Conversion
Valuation to stand reduced so as to account for the indemnity payments then
upon conversion of the Investor Preference Shares at such reduced Conversion
Valuation, (i) the obligation of the Promoter and/or the Company to make such
indemnity payments shall stand satisfied; (ii) the Investors shall not be entitled to
exercise the rights available to them as a consequence of Event of Default or a
Specified Event of Default; and (iii) the Investors shall have no further claims in
this regard.

8. NON-COMPETE
Each of the Promoters jointly and severally covenant and agree that for the term of
this Agreement and as long as any Investor holds any Shares in the Company, none
of the Promoters shall sponsor, promote, carry on or engage in, directly or indirectly,
independently or jointly, whether through Promoter Associates or through
partnership or as a shareholder, joint venture partner, collaborator, consultant,
employee, advisor, contractor, trustee, director, committee member, office bearer or
agent or in any other manner whatsoever, whether for profit or otherwise or be
beneficially involved in any way, in any business which is similar to the Principal
Business of the Company or competes with the whole or any part of the business of
the Company or any business proposed to be carried on by the Company in the
countries where Company carries on business or proposes to carry on business
(“Territory”) or which is detrimental to the business of the Company. Any such
initiatives shall only be undertaken by the Promoters through a wholly owned
subsidiary of the Company, with the prior written consent of the Investors.

Each of the Promoters jointly and severally covenant and agree that for the term of
this Agreement and as long as the Investors holds any Shares in the Company, the
Promoters shall not, directly or indirectly, whether through Promoter Associates or
otherwise:
a. attempt in any manner to solicit from any client or customer or potential client or
customer, except on behalf of the Company, business of the type carried on by
the Company or to persuade any person, firm or entity which is a client or
customer of the Company to cease doing business or to reduce the amount of
business which any such client or customer has customarily done or might
propose doing with the Company, whether or not the relationship between the
Company and such client or customer was originally established in whole or in
part through his efforts; or
b. employ or attempt to employ or assist anyone else to employ any person who is
in the employment of the Company at the time of the alleged prohibited conduct,

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 or was in the employment of the Company at any time during the preceding 12
(Twelve) months.
c. The Parties acknowledge and agree that the above conditions are considered
reasonable for the legitimate protection of the business and goodwill of the
Investors and the Company, but in the event that such condition shall be found to
be: (i) void; or (ii) against public interest; or (iii) unlawful, but would be valid if
some part thereof was deleted or the scope, period or area of application were
reduced, the above condition shall apply with the deletion of such words or such
reduction of scope, period or area of application as may be required to make the
conditions contained in this Clause valid and effective. Notwithstanding the
limitation of this provision by any Law for the time being in force, the Parties
undertake to at all times observe and be bound by the spirit of this Clause.
Provided however, that on the revocation, removal or diminution of the Law or
provisions, as the case may be, by virtue of which the conditions contained in this
Clause were limited as provided hereinabove, the original conditions would stand
renewed and be effective to their original extent, as if they had not been limited
by the Law or provisions revoked.

If any breach or violation of the provisions of Clause 19 occurs, each of the Parties
agrees that damages alone are unlikely to be sufficient compensation and that
injunctive or other equitable relief is reasonable and is likely to be essential to
safeguard the interests of the Investors and the Company and that injunctive
relief (in addition to any other remedies afforded by a court of Law) may (subject
to the discretion of the applicable courts) be obtained. No waiver of any breach or
violation of this Clause 19 shall be implied from forbearance or failure by the
Investors to take action.

Each of the Promoters undertakes that they shall not accept any referral or other
fees in their personal capacity for any services provided by them and all such
services shall be provided by them on behalf of the Company and all such fees
shall be payable to the Company alone.

9. INTELLECTUAL PROPERTY
The Promoters and the Company shall ensure that all existing and future Intellectual
Property Rights related to the Principal Business and other activities of the Company
shall be duly registered in the name of the Company. Further, the Promoters and the
Company shall ensure that all Intellectual Properties Rights created by any
employees and consultants of the Company in the course of their employment or
providing services to the Company would be the exclusive property of the Company
and any patents and other Intellectual Property Rights arising out of such work shall
be registered in the name of the Company and shall cause such employees and
consultants to execute appropriate deeds assignment, if required.

10. NOTICES
All notices, consents or other formal communications required of the Parties hereto
under the Definitive Agreements shall be in writing. All such communications shall be
delivered by hand or transmitted by facsimile transmission or email or registered
post or reputed courier, addressed to the other Party at the following address or at
such other address as has been notified by a Party. Such communications shall be
deemed to have been delivered at the time of delivery (if delivered by hand), at the
time of transmission (if served by facsimile or email subject to a copy being sent by
registered post or courier on the same or next Business Day) or on the third Business
Day after the date of posting (if served by registered post or courier):

In case of Notices to [●]:

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 Address:
Fax:
E-mail:
Attention:

The Parties may, from time to time, change its address or representative for receipt
of notices provided for in the Definitive Agreements by giving to the other Parties not
less than 14 (Fourteen) days prior written notice.

11. DEFAULT
An event of default (“Event of Default”) occurs if:
11.1. the Company or the Promoters breach or commit any default under any provision
of the Specific Agreements (including without limitation any breach or inaccuracy
of its Representations and Warranties or covenants or undertakings under the
Specific Agreements and non-fulfilment of the Conditions Subsequent specified in
this Agreement) and if such breach is capable of remedy, does not remedy that
breach within 30 (Thirty) days after receiving a written notice of such breach from
an Investor, requiring such breach to be remedied.
PROVIDED THAT if it is the breach contemplated in Clauses 22.1.1 is not capable
of being cured, the breach itself shall constitute an Event of Default and the
Investors shall not be required to provide notice to the Promoters or the
Company.

11.2. any of the Promoters has been charge-sheeted or convicted or restricted in any
manner from conducting the business (regardless of the extent, context and
validity of such restriction) by any judicial or quasi-judicial authority anywhere in
the world;
11.3. any fraud, gross negligence or wilful misconduct of the Promoters or the
Company;
11.4. the Company or the Promoters have:
a. any Winding Up proceedings or bankruptcy proceedings or receivership
proceedings being initiated, execution or other process of any Court or other
Governmental Authority issued against or levied upon substantially all the
assets of the Company or any governmental action is taken towards debarring
the Company or the Promoters from carrying on its business or rendering it
impossible to transact the Principal Business and that proceeding, execution,
process or action is not stayed, discharged or withdrawn within 30 (Thirty)
days of the date of issue;
b. ceased to pay its debts or suspended payment generally or makes any
assignment for benefit of creditors or ceases to carry on its business or
becomes insolvent or bankrupt (voluntary or involuntary) or becomes or be
unable to pay its debts as and when they become due and payable or there
occurs any acceleration of third party obligations of the Company or
Promoters ahead of their stated maturity; or
c. entered into or resolved to enter into an liquidation arrangement,
arrangement, reorganization, composition, adjustment or compromise with or
assignment for the benefit of its creditors generally or any class of creditors or
proceedings are commenced to sanction such an arrangement,
reorganization, composition, adjustment or compromise other than for
purposes of a bona fide scheme of reconstruction, amalgamation approved by
the Board in accordance with this Agreement; or
d. had a receiver, trustee or other similar official appointed for it or for any
substantial part of its property; or
e. taken any action to authorise any of the above actions.

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11.5. there is a failure to effect conversion of the Investor Preference Shares in
accordance with this Agreement;
11.6. occurrence of any of the events specified in Clauses 22.4.1 (a) to (d);
11.7. the lender under any of the Financing Documents taking any action against the
Company or the Promoters on account of a breach of any of the Financing
Documents;
11.8. without prejudice to the generality of Clause 22.1.1, any breach by the Promoters
and/or the Company of Clauses 3.4, 9, 10, 16.1.8, 16.2.2, 19 of this Agreement or
Clause 3 of Annexure 2 hereof or any Specified Event of Default, will specifically
constitute an Event of Default;
Provided that, notwithstanding anything contained in Clause 22.1, the
following events in themselves shall not be construed as an Event of
Default:
a. failure to achieve the Business Plan targets; and
b. Non-exercise by the Investors of any of the options of the Exit Events
at the price that provides the Investors with the Exit Price, provided by
the Company and Promoters prior to the Exit Date.

The Promoters and the Company shall forthwith on the occurrence of an

Event of Default provide a written notice to the Investors of the same
along with all relevant information and documents in this regard.

11.9. Consequences of Event of Default

[11.9.1.] Upon the occurrence of an Event of Default, the Investors (in the case of KOISIL
&FS, the Nominating IL&FSKOIS Entity) shall, without prejudice to the other rights
and remedies available to them under this Agreement, in Law, contract or in
equity, at their option, be entitled to exercise the rights available to them under
Clauses 9.2.1 (Buy-back Option), 9.2.3 (Drag Right) and 9.2.4 (Call Option) of this
Agreement in accordance with the terms thereof. Upon the occurrence of a
Specified Event of Default, the Investors (in the case of KOIS IL &FS, the
Nominating IL&FSKOIS Entity) shall be additionally entitled to exercise the rights
available to them under Clause 9.2.2 (Put Option).
11.9.1.[11.9.2.] Notwithstanding anything to the contrary contained elsewhere, on the
happening of an Event of Default, all rights of the Company and the Promoters in
the Definitive Agreements in relation to the Investors shall forthwith cease to be
in effect and all obligations of the Investors contained in the Definitive Agreement
in relation to the Company and the Promoters shall forthwith cease to be in
effect. For the purpose of clarity, the Parties agree that this shall be without
prejudice to the rights of the Investors under the Definitive Agreements against
the Company, Promoters and the Other Shareholders and all such rights of the
Investors shall continue to be in force and effect.
11.9.2.[11.9.3.] The exercise of rights by an Investor pursuant to Clause 22.3.1 shall be
without prejudice to any claim or rights of action, including but not limited to the
right to seek damages, previously accrued to the Investors against the other
Parties and shall be in addition to any rights and remedies that the Investors may
have under contract, Law or equity.
11.9.3.[11.9.4.] Mismanagement of affairs of the Company or Misuse of Funds:
11.9.3.1.[11.9.4.1.] Without prejudice to the provisions of Clause 22.1 and 22.3, in the
event any audit or investigation conducted by an Investor reveals that:
(a) the affairs of the Company are being mismanaged;
(b) the Company has used the Subscription Consideration in a manner not
approved under the Business Plan or not otherwise specifically approved
by the Investors in writing; or
(c) the funds of the Company have been diverted from the business of the
Company;

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 (d) the Company is being managed in a manner that is detrimental to the
interests of the Investors

then the Investors shall jointly have the right to exercise any (or a
combination) of the following rights, at their sole discretion:
(i) cause a spin off or a sale of assets, businesses and/or Intellectual
Properties of the Company;
(ii) take exclusive control over the surplus cash of the Company;
(iii) cause the Company to undertake expansion or diversification projects
or cause a merger of the Company with another entity or cause the
acquisition of the Company by another entity;
(iv) appoint a majority of the Directors on the Board and to remove and/or
appoint Management Team;
(v) take any action that they deem fit to protect their interest in the
Company.

11.9.3.2.[11.9.4.2.] The Promoters and the Company shall support the exercise of the
rights of the Investors pursuant to this Clause 22 and Promoters and Other
Shareholders shall take all actions as may be required by the Investors to
consummate the transactions contemplated in Clause 22. The Promoters,
Other Shareholders and the Company hereby undertake and covenant that
they shall not unduly withhold or intentionally The Promoters and the
Company shall support the exercise of the rights of the Investors pursuant to
this Clause 22 and Promoters and Other Shareholders shall take all actions as
may be required by the Investors to consummate the transactions
contemplated in Clause 22. The Promoters, Other Shareholders and the
Company hereby undertake and covenant that they shall not unduly withhold
or intentionally impede opportunities that may be proposed by Investors for
any of the remedies available to the Investors in this Clause 22. The
Promoters and Other Shareholders hereby undertake that for the purpose of
the exercise by the Investors of the remedies contained in this Clause 22, the
Promoters and Other Shareholders shall do all such actions in relation to
transactions contemplated herein, including appointment of merchant
bankers, preparation of information memoranda, execution of agreements,
participation during biddings and negotiations, providing representations,
warranties, undertakings and indemnities, handing over share certificates,
execution of transfer deeds, to enable successful exercise of such remedies
by the Investors.

12. CONFIDENTIALITY
The terms and conditions of this Agreement and other Definitive Agreements and all
Exhibits, Schedules, Annexures, attachments and amendments thereto and any
communications between the Parties shall be kept confidential at all times other than
information which subsequently comes into public domain not owing to breach by
any Person or such other information as is required to be disclosed under Law.

13. PERMITTED DISCLOSURES

Notwithstanding anything to the contrary contained in Clause 24 or elsewhere, the
Investors shall be entitled to disclose Confidential Information in respect of the
Company and Promoters, including all terms and conditions of the Definitive
Agreements, to (i) its Affiliates, investment managers, advisors, investors (current
and prospective) of the Investors and accounting firms which carry out periodic
valuation of the portfolios of the Investors, subject to the Investor advising such
disclosees of the confidential nature of the information; and (ii) a proposed transferee
in relation to a proposed Transfer of its shareholding in accordance with the terms of

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 the Definitive Agreements, provided that such proposed transferee is advised of the
confidential nature of such information and executes a nondisclosure agreement.
Notwithstanding anything to the contrary contained in Clause 25 or elsewhere, the
Investors (and their investors, investment managers, advisors and Affiliates)
may, without the Company’s, Other Shareholders’ or Promoters’ consent, disclose the
fact of their investment in the Company to third parties or to the public at its sole
discretion. Further, nothing contained in Clause 24 shall prevent the Investors and
their investment managers from disclosing the summary of this deal, on a private
circulation basis, to their respective investors or potential investors of funds
managed / advised / being set up by the investment managers of the Investors as
well as to disclose the same as part of the investment update on the website of the
Investors and in relation thereto to include links to the Company’s website on its
website. The Company hereby also permits the Investors to use the logo, trademark
and name of the Company for the purpose of a permitted disclosure by the Investors.

For the purpose of this Agreement, the term "Confidential Information" shall mean all
written or tangible information disclosed by a Party to the receiving Party which is
confidential, proprietary and not generally available to the public. Confidential
Information provided by a Party shall remain the property of such Party.

14. AMENDMENT

No modification or amendment of the Definitive Agreements and no waiver of any of

the terms or conditions thereof shall be valid or binding unless made in writing and
duly executed by the authorised representatives of all the Parties. Notwithstanding
the foregoing and without prejudice to the other rights of the Investors hereunder, in
the event the Company, the Promoters or Other Shareholders hereafter enter into
any other agreements or commitments inconsistent with its commitments set forth in
the Definitive Agreements, such agreements and commitments shall be void ab
initio.

15. SEVERABILITY
If any provision of the Definitive Agreements or the application thereof to any person
or circumstance shall be invalid or unenforceable to any extent, the remainder of the
Definitive Agreements and the application of such provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall
not be affected thereby, and each provision of the Definitive Agreements shall be
valid and enforceable to the fullest extent permitted by Law. Any invalid or
unenforceable provision of the Definitive Agreements shall be replaced with a
provision, which is valid and enforceable and most nearly reflects the original intent
of the unenforceable provision. In the event that an arbitral tribunal appointed under
this Agreement determines that any provision of the Definitive Agreements relating
to the time period, geographical or line of business restrictions is unreasonable, the
arbitral tribunal shall determine what constitutes a reasonable time period,
geographical or line of business restrictions and such time period, geographical or
line of business restrictions deemed reasonable and enforceable by the arbitral
tribunal shall become and thereafter be the maximum time period, geographical or
line of business restrictions.

16. WAIVERS
Any waiver, permit, consent or approval of any kind or character on the part of any
Party of any breach or default under the Definitive Agreements or any waiver on the
part of the Party of any provisions or conditions of the Definitive Agreements, must
be in writing and shall be effective only to the extent specifically set forth in such
writing. No forbearance, indulgence or relaxation of any Party at any time to require

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 performance of any provision of the Definitive Agreements shall in any way affect,
diminish or prejudice the right of such Party to require performance of the same
provision and any waiver or acquiescence by any Party of any breach of any provision
of the Definitive Agreements shall not be construed as a waiver or acquiescence of
any continuing or succeeding breach of such provisions, a waiver of any right under
or arising out of the Definitive Agreements or acquiescence to or recognition of rights
or position other than as expressly stipulated in the Definitive Agreements.

17. ASSIGNMENT
Except as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors in interest, permitted assigns,
permitted transferees, heirs, executors and administrators of the Parties hereto and
to no other Person. The Promoters, Other Shareholders and the Company shall not
assign or transfer their rights and liabilities hereunder to any Person without the prior
written permission of the Investors. The Investors shall be entitled to assign all their
rights and obligations hereunder to any Person along with a transfer of its Shares in
accordance with the Definitive Agreements without the consent of the other Parties,
provided that, unless NVPKOIS HOLDINGS holds the NVPKOIS HOLDINGS Threshold
Shareholding, NVPKOIS HOLDINGS shall only be entitled to transfer/assign the rights
available to them under the Definitive Agreements to a Financial Investor and to no
other Person, except as provided in Clause 10.8.2. Such transferee of the Investors
shall execute the Deed of Adherence and agree to be bound by the terms of the
Definitive Agreements. The other Parties shall execute such documents as the
Investors may prescribe for such assignment by the Investors. Upon assignment,
such transferee shall have all the rights available to such Investor under the
Definitive Agreements subject to Clause 11.8.2 and provided that the said Investor
and its transferee shall always act jointly, as a single block, in respect of their rights
under the Definitive Agreements. Subject to Clause 11.8.2, in the event an Investor
transfers only a portion of its Shares in the Company to a transferee, the rights
available to such Investor in the Definitive Agreements would be available to the said
Investor as well as the transferee.

Subject to Clause 11.8.2, in the event an Investor opts to subscribe to all or part of
the Investor Shares through its Affiliates or to purchase any Shares through its
Affiliates, the rights available to such Investor in the Definitive Agreements would be
available to the said Investor as well as such Affiliates, provided that the said Investor
and its Affiliates shall always act jointly, as a single block, in respect of their rights
under the Definitive Agreements.
18. ENTIRE AGREEMENT
The Definitive Agreements including the schedules, annexures and exhibits thereto,
which are hereby expressly incorporated by this reference constitute the entire
understanding and agreement between the Parties with regard to the subjects hereof
and supersedes and cancels any prior oral or written agreement, representation,
understanding, arrangement, communication or expression of intent relating to the
subject matter of the Definitive Agreements including without limitation the Term
Sheet dated September 24, 2015 (executed between inter alia the Company and the
Investors).

19. ADJUSTMENTS FOR SHARE SPLITS, ETC.

Wherever in the Definitive Agreements there is a reference to a specific number of
Shares, then, upon the occurrence of any subdivision, combination, etc of the
aforesaid Shares, the specific number of Shares so referenced in the Definitive
Agreements shall automatically be proportionally adjusted to reflect the effect on the
outstanding Shares of such class or series of Shares by such subdivision,
combination, etc.

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20. DEFINITIVE AGREEMENTS TO CONTROL
The Promoters and the Company jointly and severally covenant with the Investors
that they shall vote in relation to all the Shares directly or indirectly held by it to
ensure that all relevant provisions of the Definitive Agreements are incorporated in
the Memorandum and Articles of Association of the Company and their obligations
under the Definitive Agreement are duly and validly performed. The Memorandum
and Articles shall be amended on or prior to the Closing Date in the manner provided
in the Definitive Agreements. If there is any conflict between the provision of the
Definitive Agreements and the Memorandum and Articles of the Company, the terms
of the Definitive Agreements shall, as between the Parties hereto, prevail and on
receipt of a written request from an Investor, the Promoters, Other Shareholders and
the Company shall forthwith take all necessary steps to amend any inconsistency in
the Memorandum and Articles of the Company to remove and eliminate such
inconsistency or conflict. Further, the Company and Promoters shall ensure that the
Articles of Association of the Company shall at all times provide for indemnification to
the Investor Directors of the Company to the fullest extent permissible by Law.

21. RIGHTS AND LIABILITIES OF PROMOTERS

Notwithstanding anything to the contrary contained elsewhere, each of the
Promoters shall be jointly and severally liable for their obligations specified
hereunder and breach by any member of the Promoters shall be deemed to be a
breach by all the Promoters. All rights available to the Promoters hereunder shall only
be exercisable jointly by them and not severally.

22. FURTHER ASSURANCES

Each of the Parties hereto shall co-operate with the other Parties and execute and
deliver to the other, such instruments and documents and take such other actions as
may be reasonably requested from time to time in order to carry out, give effect to
and confirm their rights and intended purpose of this Agreement.

23. COOPERATION
The Company, Promoters and Other Shareholders shall use their best efforts to cause
the transactions contemplated by the Definitive Agreements to be consummated,
including without limitation, obtaining, making and causing to become effective all
approvals of Governmental Authorities and other Persons as may be necessary or
requested by the Investor in order to achieve the objectives of the Definitive
Agreements.
24. REMEDIES
Each Party acknowledges and agrees that the other Parties would be damaged
irreparably in the event any provision of the Definitive Agreements is not performed
in accordance with its specific terms or otherwise is breached, so that a Party shall be
entitled to injunctive relief to prevent breaches of the Definitive Agreements and to
enforce specifically the Definitive Agreements and the terms and provisions thereof
in addition to any other remedy to which such Party may be entitled, at Law, contract
or in equity.

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 All remedies of the Parties under the Definitive Agreements whether provided herein
or conferred by statute, Law, common law, custom, trade, or usages are cumulative
and not alternative and may be enforced successively or concurrently. Any remedy
for the violation of a right or default in an undertaking provided for in the Definitive
Agreements is without prejudice to the right of the Parties to specifically enforce such
right or undertaking.

25. RIGHTS OF INVESTOR

All Shares held or acquired by an Investor, its Affiliates and permitted transferees
shall be aggregated together for the purpose of determining the availability of any
rights to such Investor under the Definitive Agreements.

Notwithstanding anything to the contrary contained elsewhere, in the event an

Investor is unable to exercise any rights available to it under the Definitive
Agreements in full owing to any Applicable Law or regulation in force, then such
Investor shall be entitled to the exercise of any such right under the Definitive
Agreements to the limited extent permissible under Law. Provided however, that on
the revocation, removal or diminution of the Law or provisions, as the case may be,
by virtue of which any right of the Investor pursuant to the Definitive Agreements
was limited as provided hereinabove, the original provisions would stand renewed
and be effective to their original extent, as if they had not been limited by the Law or
provisions revoked. The Promoters and the Company represent and warrant that,
apart from the Definitive Agreements, there are no other agreements or
understanding subsisting as of date in respect of the shareholding, voting,
management, granting any rights in the Company as of date involving the Promoters
or any other Person.

The Company and the Promoters hereby acknowledge that the Investors and their
Affiliates invest in numerous companies, some of which may compete with the
Company and that the Investors and their Affiliates will not be liable for any claim
arising out of, or based upon (i) the fact that they hold an investment in any entity
that competes with the Company, or (ii) any action taken by any of their officers or
representatives to assist any such competitive company, whether or not such action
was taken as a board member of such competitive company, or otherwise. The
Company and Promoters further confirm that they have no objection to the Investors
or any of its Affiliates from time to time investing in or entering into any agreement
with, any entity or Person engaged in the same or similar business as the Principal
Business or entering into any agreements with any companies or persons in India
engaged in the same or similar business as the Company. The Company and the
Promoters shall from time to time at the request of the Investors, certify that they do
not object to such investment, agreement or arrangement with such Persons as may
be required by the Investors.

The Company and the Promoters agree and acknowledge that the Investor Directors
and Observers are acting in their capacity as representatives/nominees of the
Investor nominating them and accordingly, without prejudice to their duties under
Applicable Laws, they shall be entitled to share with their respective Investors all
information obtained by them with respect to the Company and its business and the

Page 49 of 102
 Promoters. The Company hereby authorizes the Investor Directors to share such
information with their respective Investors as aforesaid. The Investor Directors and
the Investors shall not be obliged to present or refer to the Company any potential
transaction or matter which any Investor Director or Investor acquires knowledge of
and which may be a corporate opportunity for the Company, and the Company and
the Promoters shall waive any claim that such corporate opportunity should have
been presented to the Company. The Company further agrees that the Investors shall
be free to use in their internal business any information it has obtained or will obtain
from the Company and hereby agrees that the Investors may pursue opportunities
based on any information it has obtained or will obtain from the Company, subject to
its confidentiality obligations hereunder.

The Parties further acknowledge and agree that the Investors shall have no duty to
disclose information to the Company. For the avoidance of doubt, without prejudice
to the rights of the Investors in this Agreement, the Investors shall not be obliged to
provide value-added activities or assistance or participate in the management of the
Company.

The Company and the Promoters have not entered into other agreements or made
any other commitments which could reasonably be determined to be inconsistent
with any commitment undertaken for the benefit of the Investors by the Company or
the Promoters in the Definitive Agreements and shall not enter into any such
agreements or make any other such commitments in future.

It is acknowledged and agreed by the Parties that notwithstanding anything to the

contrary contained elsewhere, and unless specifically stated herein, all special rights
granted to the Investors in the Definitive Agreements are rights arising under the
Definitive Agreements and are not rights attached to the Investor Shares subscribed
by them in the Company or Equity Shares to be allotted to the Investors on
conversion of the Investor Preference Shares.

26. RELATIONSHIP
It is understood that the Parties are independent entities from each other. The
Definitive Agreements shall not constitute the Investors or the Promoters or the
Company as the agent or partner of each other for any purpose whatsoever. No Party
shall have the right or authority to assume, create or incur any liability or authority to
assume, create or incur any liability or obligation of any kind, express or implied, in
the name of or on behalf of the Company or the other Parties nor shall any Party
have any authority to act for or on behalf of the Company or the other Parties,
without the consent of the other to sign or otherwise enter into any kind of contract,
undertaking or agreement or make a promise, warranty or representations with
respect to the Company or the other Parties, except as expressly provided in the
Definitive Agreements.

Nothing in the Definitive Agreements, express or implied, is intended to confer upon

any Person, other than the Parties hereto and their permitted successors, permitted
transferees and permitted assigns any rights or remedies under or by reason of the
Definitive Agreements.

Page 50 of 102
27. EXPENSES
The Company agrees to reimburse the Investors (or at the request of the Investors,
directly to the advisers of the Investors) promptly upon request for expenses of the
Investors and their advisors, as they are incurred prior to or on or after the date of
this Agreement in connection with the transactions contemplated in the Definitive
Agreements, including, but not limited to travelling, boarding and lodging costs, fees
and disbursements of legal counsels, auditors, advisors and consultants of the
Investors in connection with the proposed investment, due diligence expenses of
advisors appointed by the Investors, documentation, fees of legal counsel
irrespective of whether the transactions contemplated herein are concluded. The
expenses incurred by the Investors only in respect of the drafting and execution of
the Definitive Agreements shall be capped at Rs. 6,00,000/- (Rupees Six Lakhs). The
Company shall make all payments to the Investors and their advisers promptly and in
any event within 10 (Ten) days of the Investor or their advisors raising an invoice on
the Company in this regard. This clause shall survive termination of this Agreement.

28. EXCLUSIVITY
In consideration of the substantial expenditure of time, effort and expenses
undertaken and to be undertaken by the Investors and their representatives
immediately upon execution and delivery of this Agreement, the Promoters and the
Company hereby undertake to and agree that, for the period from the date hereof
until the Closing Date, the Promoters and the Company will not, nor will the
Promoters permit the Company or Affiliates of the Company or the Promoters (or
authorize or permit any of their employees, directors, officers, representatives,
Affiliates or agents) to take, directly or indirectly, any action to initiate, participate,
assist, solicit, endeavour to, negotiate, encourage or accept or hold themselves out
as willing to receive any offer or inquiry from any Person to: (a) make any investment
in any Dilution Instruments of the Company; (b) for the transfer of the business or
any assets sale, technology license, merger, amalgamation, joint venture,
reorganisation or other form of business combination with respect to the Company;
(c) reach any agreement or understanding (whether or not such agreement or
understanding is absolute, revocable, contingent or conditional) for, or otherwise
attempt to consummate, any transaction specified in sub-clauses (a) or (b) above, or
(d) furnish or cause to be furnished any information with respect to the Company to
any Person who the Company, Promoters or their representatives knows or has
reason to believe is in the process of considering any transaction specified in sub-
clauses (a) or (b) above. In the event the Promoters, the Company or any of their
Affiliates or representatives receives from any Person an offer, inquiry or information
request similar to those referred to above, the Promoters and the Company will
promptly advise such Person, by written notice, of the terms of this Clause (without
disclosing the other terms of the Definitive Agreements and without divulging the
names of the Investor) and will promptly, orally and in writing, advise the Investors of
such offer, inquiry or request and deliver a copy of the foregoing notice to the
Investors. Post the Closing Date, any offer, inquiry or information request similar to
those referred to above shall be promptly placed before the Board and decided upon
in accordance with the terms of the Definitive Agreements.

29. AGREEMENT IN COUNTERPARTS

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 This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original and all of which, taken together, shall constitute one and the
same instrument. Any Party may execute the signature page of the Agreement by
signing any one or more of such originals or counterparts of the signature page. The
delivery of signed signature page by facsimile transmission or electronic mail in
“portable document format” (“.pdf”) will be deemed as effective as delivery of an
originally executed counterpart. Any party delivering an executed signature page of
this Agreement or other document by fax or email will also deliver an originally
executed signature page, but the failure of any Party to deliver an originally executed
signature page of this Agreement or such other document will not affect the validity
or effectiveness of this Agreement or such other document.

30. STAMP DUTY

Any stamp duty payable on the Definitive Agreements or any counterpart thereof and
on the Investor Shares shall be borne by the Company and/or the Promoters. The
Parties agree that in the event stamp duty is payable on the Definitive Agreements or
any counterpart of the Definitive Agreements in any other jurisdiction where such
document is taken, the additional stamp duty so payable shall be borne by the
Company and/or the Promoters.

31. TIME PERIODS

In the case any regulatory approval is required to be obtained by the Parties for any
transaction contemplated in the Definitive Agreements, any period specified in the
Definitive Agreements shall be calculated from the date of the receipt of the
applicable regulatory approvals by the concerned Party.

32. SURVIVAL
The Provisions of the Definitive Agreements which are expressly specified to survive
and provisions which by their nature survive termination shall survive the expiry or
termination of the Definitive Agreements. It is hereby expressly agreed and declared
between the Parties hereto, that the determination of the Definitive Agreements for
any cause whatsoever shall be without prejudice to any and all rights and claims of
the Parties which may have accrued prior thereto.

33. NO CLAIMS
The Investors, the Promoters and the Company agree that if the investment in the
Investor Shares fails to be completed, regardless of the reasons for such failure,
neither Party, shall be entitled to any claims for damages or other compensation from
the other Party, in relation to the Definitive Agreements, except as specifically
provided in this Agreement.

34. AUTHORISATION
Each signatory to this Agreement represents and warrants that he is duly authorized
by the Party for and on whose behalf he is signing this Agreement to execute the
same in a manner binding upon the said Party and that all corporate approvals and
procedures necessary for vesting such authority on his have been duly obtained and
complied with.

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35. ARBITRATION
If any dispute arises between the Parties hereto in connection with or in relation to
the Definitive Agreements including without limitation in respect of the validity,
interpretation, implementation or alleged material breach of any provision of the
Definitive Agreements or regarding a question, including the question as to whether
the termination of the Definitive Agreements by one Party hereto has been
legitimate, the Parties hereto shall endeavour to settle such dispute amicably. The
attempt to bring about an amicable settlement is considered to have failed as soon
as one of the Parties hereto, after reasonable attempts, which attempt shall continue
for not less than 15 (Fifteen) days (“Negotiation Period”), gives notice thereof to the
other Parties in writing.

All disputes, controversies and differences of opinion arising out of or in relation to or

in connection with the Definitive Agreements or for the breach thereof which cannot
be settled amicably by the Parties hereto within the Negotiation Period, shall be
settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996,
by a panel of 3 (Three) arbitrators. There shall be a panel of 3 (Three) arbitrators, one
nominated by the claimant in the notice for arbitration, the second nominated by the
respondent within 30 (Thirty) days of receipt of the notice for arbitration, and the
third, shall be nominated by the 2 (Two) arbitrators so appointed within 30 (Thirty)
days after the appointment of the second arbitrator and the arbitrators so appointed
shall appoint the chairman of the arbitral tribunal amongst themselves. Where there
is more than one claimant and/or more than one respondent, unless any claimant or
respondent raises an objection, such claimants and/or the respondents (as the case
may be) hereby agree that they shall jointly appoint the arbitrator to be appointed by
the claimant / respondent, as the case may be.

In the event any Party fails to appoint an arbitrator within the time frames specified
in this clause or where there is more than one claimant and/or more than one
respondent and such respondents and/or claimants fail to jointly appoint the
arbitrator, any other Party shall be entitled to make an application to the
jurisdictional court in accordance with the Arbitration and Conciliation Act, 1996, for
appointment of an arbitrator (at the cost of the defaulting party) and the arbitrator so
nominated shall be deemed to be the arbitrator nominated by the defaulting party.
The decision of the arbitral panel shall be final and binding on the Parties. The Parties
shall continue to fulfil their obligations under the Definitive Agreements pending the
final resolution of the dispute and the Parties shall not have the right to suspend their
obligations under the Definitive Agreements by virtue of any dispute being referred
to arbitration.

The seat for arbitration proceedings shall be Bangalore and the venue for the
conduct of the
arbitration proceedings shall exclusively be Bangalore.

The Parties shall each bear their own costs of arbitration, unless otherwise ruled by
the arbitral panel. Each Party shall each bear the cost of the arbitrator nominated by
such Party. Subject to the foregoing, the Parties shall bear the other costs of

Page 53 of 102
 arbitration equally (including the cost of the third arbitrator), unless otherwise ruled
by the arbitral panel.

The proceedings of arbitration shall be in the English language. Each Party shall co-
operate in good faith to expedite, to the maximum extent practicable, the conduct of
any arbitral proceedings commenced under the Definitive Agreements. For the
purpose of clarity, the Parties explicitly authorise the arbitral tribunal to consolidate
arbitrations arising under this Agreement, SPA, the Definitive Agreements and/or any
other document entered into by any other Parties in connection with the foregoing
agreements.

The arbitrator's award shall be substantiated in writing and the Parties hereto shall
submit to the arbitral panel’s award and may be entered in any court having
jurisdiction in relation thereto or having jurisdiction over any of the Parties.

If court proceedings to stay or compel arbitration are necessary, the Party / Parties
who is/are unsuccessful in such proceedings shall pay all associated costs, expenses
and attorney’s fees, which are reasonably incurred by the other Party to the
proceeding.

The provisions of this Clause 47 shall survive termination of this Agreement.

36. TERM AND GOVERNING LAW

This Agreement shall terminate (a) subject to Clause 29, in respect of a shareholder,
if he ceases to be hold any Shares in the Company (b) on the successful completion
of a QIPO in accordance with the terms of this Agreement and (c) listing of the Shares
of the Company on the National Stock exchange, Bombay Stock Exchange or any
other recognised Indian stock exchange approved by the Investors in writing.

The Definitive Agreements are made under and shall be governed by and construed
for all purposes in accordance with the Laws of India and subject to arbitration,
Courts at Bangalore shall have exclusive jurisdiction over any disputes arising out of
the Definitive Agreements.

37. APPLICATION OF THIS AGREEMENT

The terms of this Agreement shall apply mutatis mutandis to:
(a) any Shares which may be received by the Shareholders resulting from any
conversion, reclassification, re-designation, subdivision or consolidation or other
change of the Shares;
(b) any successor body corporate as a result of any merger, amalgamation,
arrangement or other reorganisation of the Parties; and
(c) any Subsidiary of the Company that may come into existence after the Execution
Date and, the Parties shall give due consideration to any changes which may be
required to the Definitive Agreements in order to give effect to the intent of this
Clause.

38. PRESS RELEASE

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The timing and content of any press releases with respect to the Investors’ actual or
proposed investment in the Company must be approved by the Investors in writing
prior to the dissemination or publication of the same.

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IN WITNESS WHEREOF, the Parties have executed this Eighth Amendment Agreement on
the day, month and year first above written.

Signed for and on behalf

of Neonatal Care & Research Institute
Research Limited (“Company”)

Authorised Signatory: Dr. Adarsh

Somashekar
Designation: [•]
Date: [•]

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IN WITNESS WHEREOF, the Parties have executed this Eighth Amendment Agreement on
the day, month and year first above written.

Signed for and on behalf

of Tara India Fund IV Trust by
Kois India Investment Advisors Private
Limited (“Investor”)

Authorised Signatory: [•]

Designation: [•]
Date: [•]

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IN WITNESS WHEREOF, the Parties have executed this Eighth Amendment Agreement on
the day, month and year first above written.

Signed for and on behalf

of by Kois Holdings (“Investor”)

Authorised Signatory: [•]

Designation: [•]
Date: [•]

Page 58 of 102
IN WITNESS WHEREOF, the Parties have executed this Eighth Amendment Agreement on
the day, month and year first above written.

Signed for and on behalf

of [THE PROMOTOERS]

Name: Dr. Adarsh Somashekar

PAN: AHMPA8872F
Designation: [•]
Date: [•]

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Signed for and on behalf
of [OTHER SHAREHOLDERS]

SIGNED AND DELIVERED BY:

____________

Name: Dr. Venugopal Reddy Iragamredy

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________________

Name: Lakshman Gowda T L

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_____________

Name: Dr. Pranavi N

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___________________

Name: Dr. Abhishek S

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_________________

Name: Dr. Eash Hoskote

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___________________

Name: Vidhya Shree R

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___________________

Name: Mr. Charles Antoine Janssen

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___________________

Name: Dr. Praveen Venkatagiri

Page 67 of 102
___________________

Anup Agarwal

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________________

Name: Pallavi Kaiwar

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________________

Name: Dr. Harini P. Shetty

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________________

Name: Dr. Anuradha

Page 71 of 102
 SCHEDULE I

LIST OF OTHER SHAREHOLDERS

1. Dr. Venugopal Reddy Iragamreddy (PAN AAVPI8893E), aged 39, son of Mr.
Venkatasubba Reddy I and currently residing at Flat No. B 110, Garuda Blossom
Apartment, No. 37/1, Basavanapura Road, Bhattarahalli, Bangalore – 560036
(hereinafter referred to as “Dr. Venugopal”);

2. Lakshman Gowda T L (PAN ADIPT5831F), aged 49, son of Mr. T N Lakshmi

Narasimhaiah and currently residing at No. 2941, 2nd Floor, 14th Main, RPC Layout,
Vijayanagar, Bengaluru- 560040 (hereinafter referred to as “Lakshman TL”);

[3.] Dr. Pranavi N (PAN AJEPN6483D), aged 40, daughter of Mr. N Narasimha Reddy and and
currently residing at Villa No. 29, White Stone Rosario, Kurudusonnenahalli,
Bangalore- 560049 (hereinafter referred to as “Dr. Pranavi”);

3.[4.] Dr. Abhishek S (PAN DDOPS1101J), aged 36, son of Mr. H S Somasekhara Aradhya and
currently residing at Swarna Ganga, 8-50, opposite Karnataka bank, ATM, Near
Ganagal Road, Omshri Circle, MV Extension, Hoskote- 562114 (hereinafter referred to
as “Dr. Abhishek”);

[5.] Dr. Eash Hoskote (PAN AAYPH2643G), aged 50, son of (Late) Mr. Munivenkataramana
and and currently residing at No. 935, 6th Cross, 2nd Block, Bansahankari 1st Stage,
Bangalore- 560050 (hereinafter referred to as “Dr. Eash”);

[6.] Vidhya Shree R (PAN BNAPR0521D), aged 32, daughter of Mr. Raghunathan Y V and
currently residing at No. 38, 13th A Cross, Bhuvaneshwari Nagar, Hebbal Kempapura,
Bangalore- 560024 (hereinafter referred to as “Vidhya Shree”);

4.[7.] Mr. Charles Antoine Janssen (PAN: AADCN7447A), aged about 51 years, son of Daniel
Janssen and currently residing at Chaussée de Bruxelles 110, 1310 La Hulpe, Belgium
(hereinafter referred to as “Charles”);

5.[8.] Dr. Praveen Venkatagiri (PAN ATEPP0236E) son of Mr. Rangarao Venkatagiri and
currently residing at #315, Ranka Court, Cambridge Road, Near Ulsoor Police Station,
Bangalore 560008 (hereinafter referred to as “Dr. Praveen”); and

6.[9.] Anup Agarwal (PAN AKBPA0535H), aged 38 years, son of Mr. Binod Agarwal, and
currently residing at Keerthi Royal Palms, Flat No. 1101, C Block, Next to Metro Cash
and Carry, Beratana Agrahara, Bangalore South, Electronic City, Bangalore-560100
(hereinafter referred to as “Anup”).

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 SCHEDULE

LIST OF IMMOVABLE PROPERTIES LEASED/LICENSED TO THE COMPANY IN WHICH

THE COMPANY HAS AN INTEREST

Location Nature of Type of Office Date of Annual

Occupation (Factory, Agreement Rental
(Ownership / Corporate
Household) Office,
Registered
Office)

LIST OF CURRENT AND PROPOSED FINANCIAL ARRANGMENTS OF THE COMPANY

AND ALL OUTSTANDING BALANCES AS ON DATE HEREOF

Date of Party/Bank Borrowed Outstandin Rate Tenur Security/

Borrowing g e Other Terms

GUARANTEES OR INDEMNITIES FURNISHED BY THE COMPANY

[●]

ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES

Name Detail of the Related Party Arrangement

of the
Party

CHANGES SINCE THE BALANCE SHEET DATE

[●]

Page 73 of 102
 DETAILS OF CURRENT DIRECTORS AND VARIOUS CLASS OF EMPLOYEES

[●]

DETAILS OF LOANS ADVANCED BY THE COMPANY

[●]

SCHEDULE

RESERVED MATTERS

The term “Company” is expanded to include the Company and all its Subsidiaries for the
purpose of Reserved Matters.

1. Business restructuring, reorganisation and diversification, acquisition of any entity, or

acquisition of assets other than in the ordinary course of business, creation of
investment vehicles, strategic, partnership, entering into joint ventures, new
investments, divestments or similar transactions whether with or into any other
business entity, expansions, amalgamation;
2. Any sale, transfer or disinvestment of the Company’s substantial assets or
investments or merging, demerging with or acquisition by any Person;
3. Issuance or sale of shares or other securities of the Subsidiaries or sale of the assets
of the Subsidiaries other than in the ordinary course of business;
4. Any change in the capital structure of the Company including without limitation issue
of Dilution Instruments or any other quasi equity instrument (including employee
stock options, rights issue of any class of Shares, public issues and private
placements), capital calls, buyback. Any reorganisation/reclassification of the share
capital of the Company, creation of new classes of Shares, share splits, changing the
face value of any Dilution Instrument or the rights attached to any Dilution
Instrument, redemption of any Dilution Instruments or debt restructuring involving
conversion of debt into equity;
5. Approving / settling an employee stock option plan or share participation scheme or
other incentive scheme for employees, Directors, consultants, etc, or any
amendments / modifications to any such approved plan/scheme;
6. Any change in the liability structure (excluding working capital related changes) of
the Company including off balance sheet items such as leasing and creation of any
Encumbrances or lien or transfer or pledge, of the assets of the Company;
7. Any appointment, engagement or termination of (i) any employee or consultant
(other than medical staff) whose annual remuneration is in excess of Rs. 18,00,000/-
(Rupees Eighteen Lakhs) per annum; and (ii) persons reporting to CEO; and any
changes to the remuneration or other significant terms of the employment
agreements with such persons;

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8. The appointment or removal or determination of the terms of employment of
Management Team, Directors, key employees including the chief executive officer,
managing director, chief technology officer, chief financial officer, chief operating
officer of the Company (by whatever name called) and any changes to their
remuneration or other significant terms of their employment agreements;
9. Change, appointment, re-appointment or the removal of the Auditor or Internal
Auditors or external auditors of the Company or any amendment to the significant
terms of their appointment;
10. Approve or adopt the annual accounts, Financial Statements, Business Plan or Annual
Budget, of the Company, and any change, updating, restatement or amendment
thereto after approval by the Board and any deviations thereto;
11. Commencement of any new business or business initiative which is not part of the
Principal Business or the Business Plan;
12. Merger or amalgamation of group companies, creating any Subsidiary or joint
venture or permit any capital restructuring or disinvest any shares or other equity
linked instruments of such Subsidiaries;
13. declaration or payment or recommendation of any dividends or any other
distribution, directly or indirectly, on account of any Shares or Dilution Instruments;
14. Taking or proposing to take any action which would result in a deviation in excess of
Rs. 5,00,000/- (Rupees Five Lakh) in the aggregate in any Financial Year from the
approved Annual Budget or Business Plan;
15. Any amendment or change in the rights, preferences, privileges or powers of, or the
restrictions provided for the benefit of the Investor Shares or the Investors or any
action whether through reorganisation, consolidation, merger, sale of assets or
otherwise resulting in the dilution of the interest of the Investor in the Company;
16. Any amendment or change of the rights and preferences of any Shares or the rights
of the Investors;
17. amendment or alteration of Memorandum or Articles of Association;
18. Winding Up or dissolution of the Company or any restructuring or reorganization
which has a similar effect or closure of an existing business or initiation of bankruptcy
proceedings;
19. Change in the Financial Year or accounting year of the Company;
20. Repayment of any loans or advances made by the Promoters or Promoter Associates
or any part thereof;
21. Change in the accounting policy or tax policies or practices;
22. Shifting the registered office of the Company, change in the name of the Company or
change in legal status or structure e.g. public to private company status, etc;
23. Establishment or change in the dividend policy of the Company;
24. Any decision in respect of listing of Shares, debentures or other instruments of the
Company or QIPO including approval of the size, valuation, mode, number of
securities to be listed, exchange on which securities are to be listed and other terms
of any public offering of the Company’s securities, appointment of merchant banker /
investment banker, the taking of steps towards or appointment of any advisers in
connection with a potential sale or flotation (on any stock exchanges) of securities of
the Company, etc;
25. Granting any Person any special rights in the Company or any strategic, financial or
other alliance with a third party which results in investments in the Company or the
offer of any exclusive rights to such party;
26. Any investment in securities for treasury operations including the deployment of
redemption reserve excluding short term (only in case of fixed income securities) and
working capital investments.
27. Any decision which may have a material impact on the brand equity of the Company;
28. Any expenditure on corporate social responsibility;
29. Any distribution of profits or commission to the Directors;
30. Entering into any transactions/agreements with Related Parties;

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31. All decisions relating to new hospitals including but not limited to location and
projected costs;
32. Any increase in the gross annual compensation of the Promoters beyond Rs.
48,00,000/- (Rupees Forty Eight Lakhs) per annum;
33. Registration / approval of Transfer of and creation of or taking on record any charge
or Encumbrance on the Shares unless specifically permitted by this Agreement;
34. making of any material changes to any of the Financing Documents
35. any activity relating to derivative transactions;
36. Undertake any borrowings, securitization, loans, advances, credit or creation of any
indebtedness or issue trade guarantees in excess of the amounts specified in the
approved Business Plan.
37. Recommend, giving or renewing of security for or the guaranteeing of debts or
obligations of the Company and / or Promoter Associates or any Person including the
employees of the Company other than as approved in the Business Plan or providing
any indemnity in respect of the liabilities or obligations of the any Person. Creating
any Encumbrance or the acquisition, sale, lease, transfer, license or in any other way
proposing to dispose off any assets or undertaking of the Company other than as
approved in the Business Plan, provided that the acquisition or disposal of assets of
the Company in the ordinary course of business and other than as specified in the
Business Plan up to Rs. 5,00,000/- (Rupees Five Lakh) in the aggregate in a Financial
Year shall not be a Reserved Matter;
38. making any changes in the corporate governance policy, including any changes in
the composition of the Board and/or any Committee or sub-committee of the Board,
appointment of any committee or sub-committee of the Board, the assignment of any
power or authority of the Board to any person, committee of sub-committee;
39. The offering of any settlement of court proceedings, litigation, legal actions or any
claims in which the amount involved exceeds Rs. 50,000/- (Rupees Fifty Thousand) in
the aggregate in any Financial Year;
40. The initiating of court proceedings, litigation, legal actions or any claims in which the
amount involved exceeds Rs. 50,000/- (Rupees Fifty Thousand) in the aggregate in
any Financial Year;
41. Making loans or advances to any Person including employees other than loans to
employees in line with the ordinary course of business;
42. transfer, modification, sale, vesting or sub-contracting any of the contracts entered
into by the Company or License or permit granted to the Company or creation of any
right, title, License or interest in favour of any third persons in connection with such
License, permit;
43. Entering into any Material Contract other than in the ordinary course of business, any
amendment to or termination of such Material Contracts, sub-contracting of any
Material Contracts entered into by the Company or creation of any Encumbrance in
favour of any Person in connection with any Material Contracts. ‘Material
Contracts’ for purposes of this sub-clause shall include all contracts entered into by
the Company with any Governmental Authorities and technology partners, contracts
which give any Person any special rights or privileges, contracts relating to
intellectual property rights, exclusive marketing agreements or arrangements,
contracts or transactions containing non-competition undertakings or similar
restrictions, or that are not terminable by the Company on notice of one month or
less or contracts as are generally outside of the ordinary course of the Company's
business;
44. De-materialization of Shares and re-materialization of Shares;
45. capitalization of expenses which exceeds an amount of Rs. 50,000 (Rupees Fifty
Thousand);
46. undertake any expenditure for fixed and non-current assets which individually
exceeds Rs. 1,00,000/- (Rupees One Lakh) in any Financial Year or in the aggregate
exceeds 5,00,000/- (Rupees Five Lakhs) in any Financial Year other than as approved
in the Business Plan;

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47. any change in the signatories to the Company A/c other than in accordance with
Clause 16.1.9.
48. granting or termination of a power of attorney on these Reserved Matters in favour of
any Director, officer or employee of the Company or any other Person or any
variation of the terms thereof;
49. any agreement or commitment to do any of the foregoing.

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 SCHEDULE

Business Plan

[●]

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 SCHEDULE

Director Indemnity Deed

THIS DEED is made on the [●] day of [●] by Neonatal Care & Research Institute
Private Limited, bearing CIN U85110KA2011PTC060298 and having its registered office at
El-Shaddai, #7m-220, 1st Block, Hennur Banaswadi Road Layout, Bangalore, Karnataka 560
043 (the "Company") in favour of [●] (the "Director").

NOW THIS DEED WITNESSES as follows:

1. In consideration of the Director accepting appointment and acting as a director of the
Company at the request of the Company:
(i) the Company hereby indemnifies and agrees to keep indemnified the Director to
the fullest extent permitted by law from and against all liabilities, damages,
actions, suits, proceedings, claims, costs, charges and expenses suffered or
incurred by or brought or made against the Director (including any liability to
account to the Company, its Subsidiaries or any third party) as a result of any act
matter or thing done or omitted to be done by him in the course of his being a
director of the Company or any of its Subsidiaries provided such claim does not
arise on account of any fraudulent action or omission of such Director.

(ii) Subject to sub-clause (i) above, the Company hereby indemnifies and agrees to
keep indemnified the Director to the fullest extent permitted by law from and
against any and all liability incurred by him in his capacity as a director of the
Company or any of its Subsidiaries in defending any proceedings, whether civil or
criminal.

(iii) if the Director is entitled under any provision of this Deed to indemnification by
the Company for some or a portion of any liabilities, but not, however, for of the
entire amount thereof, the Company hereby agrees nevertheless to indemnify the
Director for the portion of such liability to which the Director is entitled.

(iv) the Company hereby agrees that the indemnification provided by this Deed shall
be in addition to any rights to which the Director may be entitled under the
Company’s (or its Subsidiaries’) Memorandum of Association, its Articles of
Association, any other of its constituent documents, any agreement, any vote of
stockholders or disinterested directors, the laws of India, or otherwise.

(v) the Company shall grant the Director and his advisers, agents or consultants,
access to the books of the Company and each of its Subsidiaries and associated
companies, if so requested by the Director, for the purpose of the preparation for
any proceedings, whether civil or criminal, arising as a result of his acting as a
director of the Company or any of its Subsidiaries, whether or not as at such date
the Director is still serving as a director of the Company or any of its Subsidiaries
(as the case may be).

(vi) the Company shall, obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the Directors of the Company with
coverage for losses from wrongful acts and to ensure the Company’s performance
of its indemnification obligations under this Deed.

(vii) in all policies of directors’ and officers’ liability insurance, the Director shall be
named as an insured in such a manner as to provide the Director the same rights
and benefits as are accorded to the most favourably insured of the Company’s
directors.

Page 79 of 102
2. The indemnities given in this Deed shall cover all costs and expenses properly payable
by the Director in connection with any claim.
3. The Company shall reimburse the Director and grant any request for advancement of
expenses in connection with any claim under this Deed.
4. No failure on the part of the Director to exercise, and no delay on his or their part in
exercising, any right or remedy under this Deed will operate as a waiver thereof, nor will
any single or partial exercise of any right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy. The rights and remedies
provided in this Deed are cumulative and not exclusive of any rights of remedies
(whether provided by Law or otherwise).
5. The benefit of any provision of this Deed may be enforced by the Director.
6. The provisions of this Deed shall be severable and if any term or provision in this Deed
shall be held to be invalid, void or unenforceable, in whole or in part, under any
enactment or rule of law, such provision or part shall to that extent be deemed not to
form part of this Deed but the enforceability of the remainder of this Deed shall not be
affected. Furthermore, to the fullest extent legally permissible, the provisions of this
Deed (including, without limitations, each portion of this Deed containing any provision
held to be invalid, void or otherwise unenforceable that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
7. This indemnity shall continue without limitation in time notwithstanding that the Director
may have ceased to be a director of the Company and/or its Subsidiaries (as the case
may be).
8. The Company hereby confirms and agrees that the choice of legal counsel and whether
or not to proceed with a case shall be at the Director’s sole and absolute discretion.
9. This Deed shall be governed and construed in accordance with the laws of India.

IN WITNESS WHEREOF this Deed has been executed and delivered the day and year first
hereinbefore mentioned.
The Common Seal of the Company )
was hereunto affixed in the )
presence of: )
_______________________________ _______________________________
Director Director/Secretary

Page 80 of 102
 SCHEDULE

ESPF Covenants and Reporting

Part A - ESPF Covenants

1. The Company shall comply with all the conditions stated in the Environmental
Clearance (if applicable), all NOC’s, permits and consents granted for the conduct of
its business. The copies of all such approvals including the
annual/semi-annual/quarterly submissions, shall be provided to the Investors.
2. The Company shall furnish to the Investors all documentation submitted to regulatory
agencies including annual monitoring report submitted to State Pollution Control
Board (SPCB).
3. The Company shall furnish to the Investors immediate notice of any incident or
accident relating to its business and likely to have a highly adverse effect on the
environment or worker health and safety.
4. The Company shall adhere to compliance with regard to bio-medical waste
authorization conditions.
5. The Company shall take adequate measures to ensure that the project does not harm
the environment and social life of the people working within the hospitals and its
surroundings and all the affluent/bio-medical waste that are produced within the
hospitals are disposed of as per the standards/norms set out by the
regulators/authorities/ Government.
6. The Company shall ensure that all the required license/permits/approvals are
maintained at the respective hospitals, their validity checks are carried out and are
renewed from time to time.
7. The Company shall ensure that no child labour has been employed in any of their
hospitals or their administrative/corporate offices.
8. The Company shall ensure that their business is under no legal proceedings either
due to environmental or social non-compliance e.g. by State/Central Government,
National Green Tribunal or Public Interest Litigation.
9. The Company shall ensure that adequate & required insurance cover are taken for
the hospital buildings, equipment and their staff and ensure that all the said
insurance policies are current and are renewed from time to time.
10. The Company shall carry out annual health check or a periodic check within the
hospital for all their hospital staff.
11. The Company shall strictly comply with all the provisions laid down under the various
labour laws including Payment of Bonus Act, Minimum Wages Act, Employee’s State
Insurance Act, 1948, etc.
12. The Company shall form an “Internal Compliance Committee” to ensure the detailed
policy on sexual harassment is made available all employees, address issues related
to Sexual Harassment. The committee shall hold at least one meeting in each quarter
in a given financial year (minimum four meetings) and periodic report is prepared
and submitted to the concerned authorities, as laid down in the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
13. The Company shall define and adopt a process for the following in its Standard
Operating Manual (SOM):
a. Inventorization of E-waste and maintaining records of channeling e-waste to
authorized agencies under E-waste Rules 2010
b. Entering into agreement with E-waste recycling facility for disposal of E-waste
c. Maintain records of disposal of Lead Acid Batteries (from UPS, vehicles in the
fleet) under Batteries Rules 2001
d. Include in the organization structure, the hierarchy for implementation of E&S
aspects of the facility and designate such personnel having knowledge and
experience in the field and delegate responsibilities upon them.

Page 81 of 102
 14. The Company shall ensure that the access door to the transformer yard cage are
kept closed at any given point of time and access shall be given to only authorized
person nominated by the Company, to comply with the Indian Electricity Rules.
15. The Company shall periodically conduct the fire and electrical safety assessment
including a thermography if necessary, and take appropriate corrective actions.

Part B - Format of Monthly Impact Report

Sr. Particulars No. of cases Action taken/ Any legal

No reported Remarks (if cases filed.
. any) If yes, then
the course
of action
1. No. of Births
- Normal
- Ceaserian
- Pre-mature
- Underweight
- Mortality
2. NICU cases
- No. of new cases
- Average number of days per
infant
- Mortality rate
- No. of cases successfully
treated
3. No. of Gynaec cases
- Mortality rate
- Cases referred to other
hospitals
4. Ante-Natal Monitoring
- Percentage of child healthy
- Percentage of mother
healthy
5. Lower Income Strata
- No. of Employees
- No. of Patients served

Part C - Format of Quarterly ESG Report

Sr. Particulars QTY. QTY. of Waste Remarks
No Generated/ disposed/ (Any
. Used treated anomalies /
deviations /
non-
compliance
etc)
1. Bio-medical waste
2. Hazardous waste (e.g.
needles and syringes,
discarded surgical
instruments, chemicals-both
medical & industrial, etc.)
3. Micro-biological Waste e.g.
Pathological Waste

Page 82 of 102
 4. Municipal Solid Waste
5. e-Waste
6. Water Waste
7. Others (Please specify) [ for
e.g.: During MTP]
8. Diesel used in DG Set and Not Applicable
any other equipment (litres)
9. Electricity Consumption Not Applicable
(units)

Part D - Format of Quarterly Compliance Certificate

(to be filled and printed on Company’s letterhead and signed by MD/CEO)

To:
KOIS

Certificate for the quarter ended [•]

This is certify that as on [•], the Company is in compliance with respect to the following:

(1) There is no breach or default of any investor documents (SSA/SHA/SPA/MOA/ AOA etc)
(2) There is no notification of any default by any of Hospital’s OR subsidiary’s creditors/
lenders or company / its subsidiaries are in default to lenders since [•] for Rs [•]
(3) There are no pending litigations, arbitrations, proceedings against or by the company
except those disclosed at the time of signing SSA/SHA/SPA and legal, financial,
environmental due diligence [OR the following litigations / proceedings etc. are pending: [•]]
(4) The Hospital is in compliance with all applicable laws (Acts & Rules and the amended
that have taken place from time to time) including but not limited to –
(a) The Companies Act, 1956 and 2013 (as applicable),
(b) The Income Tax Act, 1961,
(c) FEMA 1999,
(d) Indian Stamp Act,
(e) Labour Laws,
(f) Provident Fund Act,
(g) ESI Act,
(h) Payment of Bonus Act,
(i) Payment of Gratuity Act,
(j) Sexual Harassment Act etc.,
and all other relevant laws (Acts & Rules) with regard to operations of an hospital and
regulations including environmental laws and FDI guidelines for investments in healthcare
sector through the automatic route including but not limited to any act that protect the
rights of the staff members of the Hospital
(5) The Company has drawn up its accounts in compliance with all the Accounting Standard
generally applicable in India.
(6) The Company has clear and marketable title to all the properties (include any additional
properties if acquired subsequently) and/or possess Valid Lease agreements in the event of
leased premises.
(7) The funds invested by the Investors have been used only for the Company as per the
Business Plan (as stated in the Transaction Documents) i.e. meeting cost of operations and
other related expenses etc.
(8) Compliance with regard to Environmental, Social and Safety Conditions-
-the Company is in compliance with all the conditions stipulated in the Consent to
Establish/Consent to Operate / Environmental Clearance(if applicable) granted to all its
hospitals
Page 83 of 102
 -no Show Cause Notice has been served or penalties levied on any of the hospitals by
the State Pollution Control Board or any other regulator/statute

-there has been no major incident/ accident with respect to environment or worker
health & safety in the hospital premises

-Material Safety Data Sheets (MSDS) of chemicals used in the laboratory have been
prepared and kept in record and awareness among the employees

-working in the laboratory created in the safety of use of chemicals

-Formal security assessment of the hospital facility has been carried out by the
appointed agency
 All bins are marked as per the waste category and biohazard symbols have been
put on all the bins
 Training has been carried out in biomedical waste management handling (for
employees including the housekeeping staff)
 due care has been taken to ensure that –
 proper clinical protocols have been followed
 the hospitals are well equipped with immediate medical facilities & proper
sanitation facilities for Doctors/Nurses/Staff/Labourers/ Patients etc.
 all the safety measures including fire exits and fire-fighting equipment are
available in the hospital and are functional
 proper safety signage are displayed in the hospital buildings
 all the Doctors/Nurses/Staff/Labourers abide by the safety rules
 the health check and the swab tests have been carried out for all the
employees on an annual basis
 accident or any other registers, as required by the statute, have been
maintained and updated regularly / on their occurrences of the event
including settlement of claims (if any), if applicable, at the hospitals
 all the required license/permits/approvals/certificates/Annual Maintenance
Contracts/Agreement with third party service providers are maintained in the
hospital, their validity checks are carried out regularly and are renewed from
time to time
 no child labour has been employed in the hospitals
 the hospitals disposes the waste to the authorized dealers specified by SPCB
and maintains the records of channelling the waste including bio-medical
waste, hazardous waste, Micro-biological waste, eWaste, Water Waste or any
other waste
 the emissions and noise generated by the DG sets are monitored and
maintained well within the limits specified by the Central Pollution Control
Board (CPCB)
 Bacteriological tests (E-Coli and MPN tests) on water discharged from the
liquid disinfection tank has been undertaken from a KSPCB approved
environmental monitoring laboratory and finding indicates that there is zero
colonies in 100 ml
 adequate & required insurance cover (including D&O Policy, Special Peril
Policy or any other relevant policy) have been taken for the Hospital buildings,
facilities, equipment and Doctors/Nurses/ Staff/Labourers by the Hospital and
all the said insurance policies are current and renewed from time to time
 adequate measures have been taken to ensure that no harm is caused by
way of either environmental and/or social life of the people working in the
hospital and its surroundings and all the affluent that are produced within the
hospitals are disposed of as per the standards/norms set out by the
regulators/authorities/ Government

Page 84 of 102
  required clearances have been obtained to ensure that hospitals does not
fall within the defined territories of Waste Dump sites etc
 the stores and other areas of the hospitals have been adequately treated
with the termite /rodent and/or any other treatments that are required to
protect the stored goods/articles/medicines/medical equipment etc.
 are in compliance with the rules pertaining to Ozone Depleting Substance
(ODS)
 Provision for infrastructure for internal traffic safety (mirrors and signage)
have been made
 Periodic mock-drills for emergency evacuation and safety inspection have
been conducted
 the Inspection of Ambulance for facilities and equipment have been carried
out periodically
 the electrical maintenance and check are carried out periodically and Safety
requirement for electrical installation have been made under Indian Electricity
Rules 1956
 acoustic enclosures have been provided for DG Sets
 Specification for labelling and storage of gas cylinders (vertically in a cool,
dry, well ventilated place under cover away from heat) under Gas Cylinder
Rules 2004
 hydraulic testing of pressure vessels and storage specification have been
carried out as per the standards set out under Static & Mobile Pressure
Vessels (unfired) Rules, 1981 (under Indian Explosives Act 1884)
 the disposal of lead acid batteries (from UPS, vehicles in the fleet have been
done as per the standards set out under Batteries Rules 2001
 periodic testing report of Transformer have been carried out as per the
standards set out under Indian Electricity Rules 1956
 No degree/certificates of any employees have been retained as per the
Supreme Court directions on December 9, 2011
- the hospitals are under no legal proceedings either due to environmental or
social non-compliance e.g. by State/Central Government, National Green
Tribunal or Public Interest Litigation

Managing Director/CEO

Page 85 of 102
 SCHEDULE

FORM OF DEED OF ADHERENCE

THIS DEED OF ADHERENCE (“Deed”) is made the [●] day of [●] BETWEEN:

(1) [●] (hereinafter referred to as the “Covenantor”, which expression shall, unless it be
repugnant to the meaning or context thereof, be deemed to mean and include his heirs,
executors and permitted assigns) of the FIRST PART;

AND

(2) Neonatal Care & Research Institute Private Limited, a company incorporated
under Laws of India, bearing CIN U85110KA2011PTC060298 and having its registered office
at El-Shaddai, #7m-220, 1st Block, Hennur Banaswadi Road Layout, Bangalore, Karnataka
560 043 (hereinafter referred to as the “Company” which term shall unless repugnant to
the meaning or context thereof be deemed to mean and include its successors in interest
and permitted assigns) of the SECOND PART;

AND

(3) The Persons listed in the Annexure annexed hereto, (hereinafter referred to as the
“Continuing Shareholder/s", which expression shall unless it be repugnant to the context
or meaning thereof be deemed to mean and include their respective heirs, executors,
successors and permitted assigns) of the THIRD PART;

AND

(4) [●] (hereinafter referred to as the "Transferring Shareholder", which expression shall,
unless it be repugnant to the meaning or context thereof, be deemed to mean and include
its heirs, executors, successors and permitted assigns) of the FOURTH PART. [Not
required to be included in the event of the right to subscribe to shares of the
Company is being transferred by a Shareholder in accordance with the
Agreement]

(The Company and, the Continuing Shareholders [and the Transferring Shareholder] are
hereinafter referred to individually as "Original Party" and collectively as the "Original
Parties". The Original Parties and the Covenantor are collectively referred to as "Parties"
and individually as "Parties".)

WHEREAS:

A. The Original Parties have entered into a Share Subscription and Shareholders' Agreement
dated [●] ("Agreement").

B. [In terms of the Agreement, the [Transferring Shareholder/Investor] is permitted to sell its
Shares to [Affiliates/ third parties in the manner provided in the Agreement], subject to such
transferee executing a deed of adherence in the prescribed form.] [In terms of the
Agreement, [●] <insert name of Shareholder>] is permitted to have the Shares of the
Company subscribed to by its nominees, on terms specified in the Agreement, subject to
such nominee executing a deed of adherence in the prescribed form.]

C. [The Covenantor is [a nominee of the [●]/a permitted transferee of [●] <insert name of
Shareholder>] to whom [●] [Equity] Shares of [[●]<insert name of Shareholder>] have
been [transferred/issued] in accordance with the Agreement.]

Page 86 of 102
D. The Covenantor has acquired [●]% ([●] Percent) of the issued share capital of the
Company (calculated on a Fully Diluted Basis) and is now executing this Deed as required
under the Agreement.

NOW THIS DEED WITNESSES AS FOLLOWS:

1. The Covenantor covenants, undertakes and agrees with the Original Parties that by
execution of this Deed, the Covenantor becomes a party to the Agreement, and that it
shall be subject to all duties and obligations of any nature whatsoever cast on the
[Transferring Shareholder/[●] <insert name of Shareholder>], in the manner provided in
the Agreement. The Covenantor agrees that it shall assume, keep, observe and perform,
duly and punctually, all the covenants, undertakings and obligations of the [Transferring
Shareholder/[●] <insert name of Shareholder>] under the Agreement.

2. The Covenantor hereby confirms that it has been supplied with a copy of the Agreement
(as amended by the Original Parties) and that all provisions relating to duties and
obligations of any nature whatsoever of the [Transferring Shareholder/[●] <insert name
of Shareholder>] under the Agreement are incorporated by reference herein and
deemed to be part of this Deed to the same extent as if such provisions had been set
forth in their entirety herein and that 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.

3. The Covenantor hereby covenants that it shall not do any act or commit any omission
that derogates from the provisions of the Agreement.

4. The Original Parties covenants, undertakes and agrees with the Covenantor that by
execution of this Deed, the Covenantor becomes a party to this Agreement, and that it
shall be entitled to all rights available to the [Transferring Shareholder/[●] <insert name
of Shareholder>] under this Agreement, subject to the terms specified in the Agreement.

5. The Covenantor represents and warrants to the Original Parties that the execution of this
Deed by it has been duly authorized, and that the execution and performance of this
Deed does not conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default or require any consent under, any agreement or
other instrument it has executed or by which it is bound, or violate any of the terms and
provisions of its charter documents or any judgment, decree or order or any statute, rule
or regulation applicable to it.

6. Any notice to the Covenantor shall be in writing and shall be first transmitted by email,
and thereafter sent by reputed courier on the same or next Business Day. Such
communications shall be deemed to have been delivered on the third Business Day after
the date of posting:

In the case of notices to the Covenantor:

Address : [●]
Fax : [●]
Email : [●]
Attention : [●]

7. All terms used herein and not defined shall have the meaning ascribed to such terms in
the Agreement.

Page 87 of 102
8. This Deed shall be governed in all respects by the laws of India and the terms of the
Agreement (including without limitation the dispute resolution mechanism) shall be
mutatis mutandis be applicable to this Deed.

ANNEXURE
Continuing Shareholders
[●]

EXECUTED AS A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN

For Covenantor
Name: _______________________________
Designation: __________________________________

For Company
Name: _______________________________
Designation: __________________________________

For Continuing Shareholders

Name: _______________________________
Designation: __________________________________

For Transferring Shareholder

Name: _______________________________
Designation: __________________________________

Page 88 of 102
 SCHEDULE [●]

TERMS OF SERIES A CCPS

The Series A CCPS shall entitle their holders to the following rights, which are in addition to,
and without prejudice to, the other rights of the holders of Series A CCPS as set out in the
Definitive Agreements.

1. Face Value

Each Series A CCPS shall bear a face value of Rs. 10/- (Rupees Ten only).

2. Dividends.

The holders of Series A CCPS shall be entitled to an annual cumulative per Share dividend of
0.001% (Zero Point Zero Zero One Percent) of the Subscription Consideration paid for such
Share. The Equity Shares of the Company shall not be entitled to dividend / distributions
other than as specified hereinafter. In the event the Company proposes to declare/distribute
any dividend or make any distribution to the holders of any class of Shares in accordance
with this Agreement, then the holders of the Series A CCPS shall be entitled to receive such
dividend pro rata to their shareholding in the Company on a Fully Diluted Basis, and in
preference to any dividends on Shares of any other class.

3. Voting Rights

The holders of Series A CCPS shall be entitled to voting rights in respect of the Series A CCPS
on an ‘as is converted basis’ i.e. assuming the conversion of the Series A CCPS into Equity
Shares at the then applicable Conversion Valuation. The holders of Series A CCPS shall be
entitled to attend meetings of Equity Shareholders of the Company to exercise such voting
rights.

4. Conversion

4.1. The Series A CCPS shall be converted into Equity Shares in full or part, at any time after
the Closing Date, upon receipt of a notice by the Company from the concerned holders of
Series A CCPS requiring the conversion of the Series A CCPS or, at the option of the
Investors, immediately prior to the occurrence of an Exit Event or Liquidation Event.

4.2. The Series A CCPS shall convert into Equity Shares as per the formula and mechanism
specified in Clause 9 of this Schedule 3.

4.3. The Equity Shares allotted to the holders of Series A CCPS upon conversion of Series A
CCPS shall at all times rank pari passu with the outstanding issued Equity Shares with
respect to all activities including, but not limited to voting rights, dividends and rights
issuance.

4.4. Notwithstanding anything to the contrary contained elsewhere, the conversion of the
Series A CCPS into Equity Shares shall be subject to adjustments as specified in Schedule 2
and Clauses 5, 6 and 7 of this Schedule 3.

4.5. Notwithstanding anything to the contrary contained elsewhere in the Definitive

Agreements, in any instance in this Agreement where the holders of Series A CCPS require
Page 89 of 102
the Company to convert the Series A CCPS into Equity Shares at a particular conversion
price permitted under this Agreement but the Company is restricted under Law from
converting the Series A CCPS at such conversion price, then the Investor shall, at its sole
discretion, have the right to require the Company to convert the Series A CCPS at the lowest
conversion price permissible under Law.

4.6. In the event the holders of Series A CCPS are unable to convert the Series A CCPS into
Equity Shares in accordance with this Schedule 3, for any reason whatsoever, the Parties
shall endeavour that the results as envisaged in this Schedule 3 are achieved as soon as
practically possible in accordance with all Applicable Laws. The Promoters shall provide the
holders of Series A CCPS and the Company with all requisite assistance as may be requested
by the holders of Series A CCPS so as to achieve the objectives of this Schedule 3.

4.7. No fractional shares shall be issued upon conversion of the Series A CCPS, and the
number of Equity Shares to be issued upon conversion shall be rounded to the next whole
Share (provided that such rounding shall take place only after considering all of the Series A
CCPS then being converted by the holders of the Series A CCPS).

4.8. The Company shall and the Promoters shall ensure that the Series A CCPS are converted
into Equity Shares in accordance with this Agreement forthwith on receipt of a notice by the
Company from the holders of Series A CCPS in this regard regardless of whether the
certificates, if issued, representing such Series A CCPS have been tendered to the Company,
but from and after such conversion, any such certificates not tendered to the Company shall
be deemed to evidence solely the Equity Shares received upon such conversion and the
right to receive a certificate for such Equity Shares.

4.9. The Company shall, as soon as practicable and in any event within 7 (Seven) Business
Days of the receipt of notice of conversion from the holders of Series A CCPS, issue and
deliver to such holders of Series A CCPS, (a) certified copy of the Board resolution in respect
of conversion of the Series A CCPS; (b) a duly stamped certificate or certificates for the
number of Equity Shares to which such holder of Series A CCPS shall be entitled as aforesaid
or in the event that the holders of the Series A CCPS have so requested in the above
referenced notice or otherwise in writing to the Company, evidence that such Equity Shares
have been deposited in the demat account of such holders of Series A CCPS.

4.10. In the event the Investors opt to convert the Series A CCPS into Equity Shares prior to
the occurrence of any proposed Exit Event or Liquidation Event, , and thereafter within 45
(Forty Five) days of such conversion of the Series A CCPS, the Exit Event or Liquidation Event
has not been consummated in accordance with this Agreement, the Promoters and the
Company shall ensure that the economic interests and the rights of the Investors as set
forth in this Agreement are preserved in any legally permissible manner specified by the
Investors.

4.11. In the event the pricing of the issue of Shares to a person resident outside India (as
defined in FEMA) is regulated by FEMA, then in the event the conversion price of the Series A
CCPS determined in accordance with Clause 9 of this Schedule 3 is less than the fair value
worked out, at the time of issuance of the Series A CCPS to person resident outside India, in
accordance with the extant FEMA regulations, then the conversion price of the Series A CCPS
shall be deemed to be such fair value.

5. Adjustment
Page 90 of 102
5.1. If, whilst any Series A CCPS remain capable of being converted into Equity Shares, the
Company splits, sub-divides (stock split) or consolidates (reverse stock split) the Equity
Shares into a different number of securities of the same class, the number of Equity Shares
issuable upon a conversion of the Series A CCPS shall, subject to Applicable Law, be
proportionately increased in the case of a split or sub-division (stock split), and likewise, the
number of Equity Shares issuable upon a conversion of the Series A CCPS shall be
proportionately decreased in the case of a consolidation (reverse stock split).

5.2. If the Company, by re-classification or conversion of Shares or otherwise, changes any

of the Equity Shares into the same or a different number of Shares of any other class or
classes, then, the holder of the Series A CCPS will, at its option, upon the conversion of the
Series A CCPS at any time after the record date on which such reclassification or conversion
of Equity Shares has taken place, receive, in lieu of the number of Equity Shares that would
have been issuable upon such conversion immediately prior to the date of such
reclassification or conversion of Equity Shares, the securities or property that would have
been received if the right to convert the Series A CCPS into Equity Shares had been
exercised in full immediately before the date of such reclassification or conversion of Equity
Shares, all subject to further adjustment as provided in this Clause 5 of this Schedule 3.

5.3. If any Equity Shares are bought back or cancelled or otherwise cease to exist, then, the
holder of the Series A CCPS will, at its option, upon the conversion of the Series A CCPS at
any time after the record date on which the Equity Shares cease to exist shall receive, in lieu
of the number of Equity Shares that would have been issuable upon such conversion
immediately prior to the date of the buy back or cancellation of Equity Shares, the securities
or property that would have been received if the right to convert Series A CCPS into Equity
Shares had been exercised in full immediately before the date of the buy back or
cancellation of the Equity Shares, all subject to further adjustment as provided in Clause 5 of
this Schedule 3.

6. Liquidation Preference.

6.1. Upon the occurrence of any Liquidation Event, the holders the Series A CCPS shall be
entitled to a higher preferential right in respect of the distribution of the proceeds from the
said Liquidation Event by the Company, wherein the amounts received by the holders of
Series A CCPS shall be as determined in accordance with Clause 6.2 of this Schedule 3
(“Series A Liquidation Preference Amount”).

6.2. Distributions on Liquidation Event

(a) In case the distribution to the Shareholders pro rata to their shareholding in the
Company on a Fully Diluted Basis provides the Investors with an amount atleast equal to
their Investment, then the proceeds shall be distributed on such a pro rata (b) In case the
distribution to the Shareholders pro rata to their shareholding on a Fully Diluted Basis is not
sufficient to provide the Investors with an amount equal to their Investment, then, subject to
Applicable Law, the proceeds of the Liquidation Event shall be distributed as follows:

(i) First, simultaneously to each of the Investors until (i) IL&FS receives the IL&FS
Subscription Consideration and the IL&FS Purchase Consideration; and (ii) NVP receives the
NVP Subscription Consideration.

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(ii) The remainder, if any, shall then be distributed to NVP, until NVP receives the NVP
Purchase Consideration.

(iii) The remainder, if any, shall then be distributed to the Shareholders other than the
Promoters, Investors and the Existing Investor, until they receive the amounts invested
towards subscription to Shares of the Company then held by them;

(iv) The remainder, if any, shall then be distributed to the Promoters and the Existing
Investor, until they receive the amounts invested towards subscription to Shares of the
Company then held by them;

(v) The remainder, if any, shall then be distributed to all the Shareholders (including the
Investors) pro rata to their shareholding in the Company on a Fully Diluted Basis.

7. Adjustment for Liquidation Preference.

7.1. At the time of occurrence of the Liquidation Event, if the Series A CCPS-holders’
shareholding in the Company is such that it results in the Company and the Promoters being
unable to provide the Series A Liquidation Preference Amount to such holder, then subject to
Applicable Law, the Company and the Promoters agree to do any (or a combination) of the
following acts at the option of the Investors, such that the holders of the Series A CCPS
receives the Series A Liquidation Preference Amount: (a) allotment of bonus Shares to the
holder of the Series A CCPS. For the purpose of clarity, the Promoters hereby waive their
entitlement to participate in such bonus issuance and shall ensure that all other
Shareholders of the Company waive their entitlement to participate in the bonus issue;
and/or (b) adjustment to the Conversion Valuation applicable to the Series A CCPS; (c) issue
of additional Shares to the Investors at par value or the least possible price under Applicable
Law; (d) Transfer of Shares from the Promoters to the holders of Series A CCPS or their
nominee at nominal value or the least possible value permissible under Applicable Law; and
(e) such other acts as specified by the holders of Series A CCPS that would enable them to
receive the Series A Liquidation Preference Amount.

7.2. To facilitate the acts as stated in Clause 7 of this Annexure 3, the Promoters and the
Company shall perform all the relevant actions under Applicable Laws, including passing
enabling resolutions at the Board and the Shareholders’ level and filing requisite forms with
the Governmental Authorities.

8. Seniority

The Series A CCPS shall rank senior to all other Equity Shares and other Shares and
instruments which may be issued by the Company from time to time.

9. Conversion of Series A CCPS

(a) Original Conversion Valuation applicable to Series A CCPS

The pre-money equity valuation of the Company for the purpose of conversion of the Series
A CCPS prior to the adjustments specified in Clause 9(b) of this Annexure 3 (“Original
Conversion Valuation”) shall be determined as follows:

(1) In the event of a Qualifying Fund Raise:In the event that a Qualifying Fund Raise is
consummated, the Original Conversion Valuation shall be the valuation such that the

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Investors shall receive an IRR of 20% (Twenty Percent) per annum on their Investment if
they had sold all the Investor Shares held by them (after conversion of the Investor
Preference Shares at such Original Conversion Valuation and after transfer/gifting Investor
Equity Shares to the Existing Investor in accordance with Clause 12) at the price per Equity
Share applicable to such Qualifying Fund Raise (i.e. the price per Equity Share at which the
new investor is subscribing to Dilution Instruments), provided that such Original Conversion
Valuation shall be a maximum of Rs. 35,00,00,000/- (Rupees Thirty Five Crores) and a
minimum of Rs. 25,00,00,000/- (Rupees Twenty Five Crores).

Notwithstanding the foregoing, in the event the Qualifying Fund Raise is to be made by way
of subscription of any Dilution Instruments other than Equity Shares, then the price per
Equity Share applicable to such Qualifying Fund Raise shall be deemed to be equal to the
price per Equity Share at which such Dilution Instruments may convert into Equity Shares.

(2) In the event that a Qualifying Fund Raise has not been consummated and an Exit Event
is being consummated prior to March 31, 2020:

In the event a Qualifying Fund Raise has not been consummated and an Exit Event has been
accepted by the Investors in accordance with this Agreement prior to March 31, 2020, then
immediately prior to such Exit Event, the Original Conversion Valuation shall be the
valuation such that the Investors shall receive the Exit Price upon a sale of the Investor
Shares held by them (after conversion of the Investor Preference Shares at such Original
Conversion Valuation and after transfer/gifting Investor Equity Shares to the Existing
Investor in accordance with Clause 12) in such Exit Event, provided that such Original
Conversion Valuation shall be a maximum of Rs. 35,00,00,000/- (Rupees Thirty Five Crores)
and a minimum of Rs. 25,00,00,000/- (Rupees Twenty Five Crores).

(3) In the event that neither a Qualifying Fund Raise nor an Exit Event has been
consummated prior to March 31, 2020: In the event that neither a Qualifying Fund Raise nor
an Exit Event is consummated prior to March 31, 2020, the Original Conversion Valuation
shall be determined based on the EBITDA for the Financial Year 2019-20 in the manner
specified below:

EBITDA for the Financial Year Original Conversion Valuation

2019-20

Greater than Rs. 13,00,00,000/- Rs. 35,00,00,000/-

Rs. 10,00,00,000/- to Rs. Rs. 30,00,00,000/-

13,00,00,000/-

Less than Rs. 10,00,00,000/- Rs. 25,00,00,000/-

(4) At any time prior to the determination of the EBITDA for the Financial Year 2019-20, if
neither a Qualifying Fund Raise nor Exit Event has been consummated, the Original
Conversion Valuation for the purpose of conversion of Series A CCPS shall be deemed to be
Rs. 25,00,00,000/- (Rupees Twenty Five Crores), subject to the adjustment specified in
subclause (5) below and Clause 9(b) of this Annexure 3 (“Base Valuation”); and (5) In the
event the Company avails of debts in excess of Rs. 3,00,00,000/- (Rupees Three Crores) in

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the aggregate, (which debt can only be availed with the prior written approval of the
Investors in accordance with this Agreement), the Original Conversion Valuation determined
in accordance with sub-clauses (1) to (4) above, shall stand reduced by an amount that is
equal to the difference between: (i) the total amount of debt actually availed by the
Company; and (ii) Rs. 3,00,00,000/- (Rupees Three Crores). It is clarified that the valuation
adjustment specified in this Clause shall not apply to any additional debt availed (which debt
would require the prior written approval of the Investors in accordance with this Agreement)
for any new hospital or IVF centre being set-up or any other business activity undertaken by
the Company, as approved by the Investors, which is not contemplated in the Business Plan.

(6) Notwithstanding anything to the contrary contained in the foregoing part of this Clause
9(a) of Schedule 3 or elsewhere in this Agreement, the Original Conversion Valuation
applicable to all the Series A CCPS shall be the same irrespective of the date of subscription
to the Series A CCPS and irrespective of which Investor holds such Series A CCPS.
Accordingly in the event Original Conversion Valuation determined in accordance with the
foregoing provisions of this Clause 9(a) of Schedule 3 leads to a different Original
Conversion Valuation for the Investors, then the Original Conversion Valuation applicable to
the Investors shall be the highest of such Original Conversion Valuations.

(7) An illustration of the aforesaid mechanism for determining the Original Conversion
Valuation applicable to the Series A CCPS is specified in Annexure 16 hereto.

(b) Conversion Valuation applicable to the Series A CCPS

The pre-money equity valuation of the Company for the purpose of conversion of the Series
A CCPS (“Conversion Valuation”) shall be equal to the Original Conversion Valuation as
adjusted in accordance with Clauses 9.2.3(e) and 18.13 of the Agreement, Clause 2(a)(v) of
Annexure 2 and Clause 7.1(b) of Annexure 3 of this Agreement. Notwithstanding anything
contained elsewhere in this Agreement, in no event shall the Conversion Valuation in
respect of any Series A CCPS fall below the Floor Valuation applicable to the relevant Series
A CCPS.

(c) Formula for conversion of Series A CCPS

The Series A CCPS shall convert into Equity Shares of the Company based on the following
formula:

CS = I ÷ (CV÷TES);

Where:

CS = Number of Equity Shares into which the Series A CCPS shall convert;

CV = Conversion Valuation applicable to the Series A CCPS;

I = the amount invested by the concerned Investor in the Company in respect of the

relevant Series A CCPS;

TES = Total number of Equity Shares of the Company on a Fully Diluted Basis

(excluding the Investor Preference Shares) on the Closing Date;

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Page 95 of 102
 SCHEDULE [●]

TERMS OF SERIES B EQUITY SHARES

1. Face Value

Each Series B Equity Share shall bear a face value of Rs. 10/- (Rupees Ten).

2. Dividends

The holders of Series B Equity Shares shall not be entitled to any dividend.

3. Voting Rights

The holders of Series B Equity Shares shall not be entitled to exercise any voting rights in
the Company.

4. Ranking

Except with respect to voting and dividend rights, the Series B Equity Shares shall rank pari
passu with the Equity Shares.

5. Mandatory Conversion into Equity Shares

Upon the determination of the Original Conversion Valuation applicable to the Series A
CCPS, the Series B Equity Shares shall mandatorily convert into Equity Shares at a valuation
which shall be at a discount of 30.13% (Thirty Point One Three Percent) to the Original
Conversion Valuation.

6. Transferability

The holder of the Series B Equity Shares shall not be permitted to Transfer the Series B
Equity Shares or any interest therein owned by it to any person or create any Encumbrance
over the Series B Equity Shares owned by it, except in accordance with the Agreement.

7. Governing law

The Series B Equity Shares shall be governed and construed in accordance with the Laws of
India.

8. Amendments

The rights, privileges and conditions attached to Series B Equity Shares may be varied,
modified or abrogated only with the prior written consent of the Investors.

9. Miscellaneous

(a) In the event that the Company merges or amalgamates with any other company, the
holder of the Series B Equity Shares will be issued similar instruments in the surviving
company on the same terms and conditions, at a price which shall be adjusted to reflect the
merger/ amalgamation exchange ratio.

(b) The salient terms and conditions of the Series B Equity Shares shall be stated on the
Series B Equity Share certificate(s) issued by the Company.

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 SCHEDULE [●]

TERMS OF SERIES B CCPS

Page 97 of 102
 SCHEDULE [●]

TERMS OF SERIES B-2 CCPS

The Series B-2 CCPS shall entitle their holders to the following rights, which are in addition
to, and without prejudice to, the other rights of the holders of Series B-2 CCPS as set out in
the Definitive Agreements.

1. Face Value

Each of the Series B-2 CCPS shall bear a face value of INR 20/- (Indian Rupees Twenty
only).

2. Dividends
The holders of Series B-2 CCPS shall be entitled to an annual cumulative per Share
dividend of 0.001% (Zero point Zero Zero One percent only) of the Series B-2 CCPS
Subscription Consideration paid for such Share.

In the event the Company proposes to declare/distribute any dividend or make any
distribution to the holders of any class of Shares in accordance with this Agreement, then
the holders of the Series B-2 CCPS shall be entitled to receive such dividend pro rata to
their shareholding in the Company on a Fully Diluted Basis, and in preference to any
dividends on Shares of any other class.

3. Voting Rights

The holders of Series B-2 CCPS shall be entitled to voting rights in respect of the Series
B-2 CCPS on an ‘as is converted basis’ that is, assuming the conversion of the Series B-2
CCPS into Equity Shares at the then applicable Series B-2 CCPS Conversion Ratio. The
holders of Series B-2 CCPS shall be entitled to attend meetings of Equity Shareholders of
the Company to exercise such voting rights.

4. Conversion

4.1. The Series B-2 CCPS shall be converted into Equity Shares in full or part, at any
time after the Series B-2 CCPS Closing Date, upon receipt of a notice by the
Company and subject to Paragraph 9 of this Annexure 19.

4.2. The Series B-2 CCPS shall convert into Equity Shares as per the Series B-2 CCPS
Conversion Ratio and mechanism specified in Paragraph 9 of this Annexure 19.

4.3. The Equity Shares allotted to the holders of Series B-2 CCPS upon conversion of
Series B-2 CCPS shall at all times rank pari passu with the outstanding issued
Equity Shares with respect to all activities including, but not limited to voting
rights, dividends and rights issuance.

4.4. Notwithstanding anything to the contrary contained elsewhere, the conversion of

Series B-2 CCPS into Equity Shares shall be subject to adjustments as specified in
Annexure 2 and Clauses 5, 6 and 7 of this Annexure 19.

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 4.5. Notwithstanding anything to the contrary contained elsewhere in the Definitive
Agreements, in any instance in this Agreement where the holders of Series B-2
CCPS require the Company to convert the Series B-2 CCPS into Equity Shares at a
particular conversion price permitted under this Agreement but the Company is
restricted under Applicable Laws from converting the Series B-2 CCPS at such
conversion price, then KOIS Holdings shall, at its sole discretion, have the right to
require the Company to convert the Series B-2 CCPS at the lowest conversion
price permissible under Applicable Laws.

4.6. In the event the holders of Series B-2 CCPS are unable to convert the Series B-2
CCPS into Equity Shares in accordance with this Annexure 19, for any reason
whatsoever, the Parties shall endeavour that the results as envisaged in this
Annexure 19 are achieved as soon as practically possible in accordance with all
Applicable Laws. The Promoter shall provide the holders of Series B-2 CCPS and
the Company with all requisite assistance as may be requested by the holders of
Series B-2 CCPS so as to achieve the objectives of this Annexure 19.

4.7. No fractional shares shall be issued upon conversion of the Series B-2 CCPS, and
the number of Equity Shares to be issued upon conversion shall be rounded to the
next whole Share (provided that such rounding shall take place only after
considering all of the Series B-2 CCPS then being converted by the holders of the
Series B-2 CCPS).

4.8. The Company shall and the Promoter shall ensure that the Series B-2 CCPS are
converted into Equity Shares in accordance with this Agreement forthwith on
receipt of a notice by the Company from the holders of Series B-2 CCPS in this
regard regardless of whether the certificates, if issued, representing such Series
B-2 CCPS have been tendered to the Company, but from and after such
conversion, any such certificates not tendered to the Company shall be deemed
to evidence solely the Equity Shares received upon such conversion and the right
to receive a certificate for such Equity Shares.

4.9. The Company shall, as soon as practicable and in any event within 07 (Seven)
Business Days of the receipt of notice of conversion from the holders of Series B-2
CCPS, issue and deliver to such holders of Series B-2 CCPS: (a) certified copy of
the Board resolution respect of conversion of the Series B-2 CCPS; (b) a duly
stamped certificate or certificates for the number of Equity Shares to which such
holder of Series B-2 CCPS shall be entitled as aforesaid or in the event that the
holders of the Series B-2 CCPS have so requested in the above referenced notice
or otherwise in writing to the Company, evidence that such Equity Shares have
been deposited in the demat account of such holders of Series B-2 CCPS.

4.10. In the event the pricing of the issue of Shares to a person resident outside India
(as defined in FEMA) is regulated by FEMA, then in the event the Series B-2 CCPS
Conversion Ratio of the Series B-2 CCPS determined in accordance with
Paragraph 9 of this Annexure 19 is less than the fair value worked out, at the time
of issuance of the Series B-2 CCPS to person resident outside India, in accordance
with the extant FEMA regulations, then the Series B-2 CCPS Conversion Ratio of
the Series B-2 CCPS shall be deemed to be such fair value in respect of such
person resident outside India.

5. Adjustment
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 5.1. If, whilst any Series B-2 CCPS remain capable of being converted into Equity
Shares, the Company splits, sub-divides (stock split) or consolidates (reverse
stock split) the Equity Shares into a different number of securities of the same
class, the number of Equity Shares issuable upon a conversion of the Series B-2
CCPS shall, subject to Applicable Laws, be proportionately increased in the case of
a split or sub-division (stock split), and likewise, the number of Equity Shares
issuable upon a conversion of the Series B-2 CCPS shall be proportionately
decreased in the case of a consolidation (reverse stock split).

5.2. If the Company, by re-classification or conversion of Shares or otherwise, changes

any of the Equity Shares into the same or a different number of Shares of any
other class or classes, title, the holder of the Series B-2 CCPS will, at its option,
upon the conversion of the Series B-2 CCPS at any time after the record date on
which such reclassification or conversion of Equity Shares has taken place,
receive, in lieu of the number of Equity Shares that would have been issuable
upon such conversion immediately prior to the date of such reclassification or
conversion of Equity Shares, the securities or property that would have been
received if the right to convert the Series B-2 CCPS into Equity Shares had been
exercised in full immediately before the date of such reclassification or
conversion of Equity Shares, all subject to further adjustment as provided in this
Paragraph 5 of this Annexure 19.

5.3. If any Equity Shares are bought back or cancelled or otherwise cease to exist,
then, the holder of the Series B-2 CCPS will, at its option, upon the conversion of
the Series B-2 CCPS at any time after the record date on which the Equity Shares
cease to exist shall receive, in lieu of the number of Equity Shares that would
have been issuable upon such conversion immediately prior to the date of the
buy back or cancellation of Equity Shares, the securities or property that would
have been received if the right to convert Series B-2 CCPS into Equity Shares had
been exercised in full immediately before the date of the buy back or cancellation
of the Equity Shares, all subject to further adjustment as provided in Clause 5 of
this Annexure 19.

6. Liquidation Preference

6.1. Upon Occurrence of a Liquidation Event, the holders of the Series B-2 CCPS shall be
entitled to a higher preferential right in respect of the distribution of the proceeds
from the said Liquidation Event by the Company, wherein the amounts received by
the holders of the Series B-2 CCPS shall be as determined in accordance with Clause
6.2 of this Annexure 19 (“Series B-2 Liquidation Preference Amount”).

6.2. Distribution on Liquidation Event

(a) In case the distribution to the Shareholders pro rata to their shareholding in the
Company on a Fully Diluted Basis provides the Investors with an amount at least
equal to their Investment, then the proceeds shall be distributed on such pro rata
basis.

(b) In case the distribution of the Shareholders pro rata to their shareholding on a
Fully Diluted Basis is not sufficient to provide the Investors with an amount equal

Page 100 of 102

 to their Investment, then, subject to Applicable Laws, the proceeds of the
Liquidation Event shall be distributed as follows:

(i) First, simultaneously to each of the Investors until (i) Tara receives Tara
Subscription Consideration (including Tara Series B CCPS Subscription
Consideration) and Tara Purchase Consideration; and (ii) KOIS Holdings
receives KOIS Holdings Subscription Consideration (including KOIS Holdings
Series B-2 CCPS Subscription Consideration).

(ii) The remainder, if any shall then be distributed to KOIS Holdings, until KOIS
Holdings receives the KOIS Holdings Purchase Consideration.

(iii) The remainder, if any, shall then be distributed to the Shareholders other than
the Promoter(s), Investors and Tara, until they receive the amounts invested
towards subscription to Shares of the Company then held by them.

(iv) The remainder, if any shall then be distributed to: (x) the Promoter(s) until they
receive the amounts invested towards subscription to Shares of the Company
then held by them; and (y) Tara until it receives the amount invested towards
purchase of Tara Specified Shares.

(v) The remainder, if any, shall then be distributed to all the Shareholders
(including the Investors) pro rata to their shareholding in the Company on a
Fully Diluted Basis.

7. Adjustment for Liquidation Preference

7.1. At the time of occurrence of Liquidation Event, if the Series B-2 CCPS-holders’
shareholding in the Company is such that it results in the Company and the Promoter
being unable to provide the Series B-2 Liquidation Preference Amount to such holder,
then subject to Applicable Laws, the Company and the Promoter agree to do any (or
a combination) of the following acts at the option of KOIS Holdings, such that the
holders of the Series B-2 CCPS receives the Series B-2 Liquidation Preference
Amount:

(a) allotment of bonus Shares to the holders of the Series B-2 CCPS. For the
purpose of clarity, the Promoter hereby waive their entitlement to participate in
such bonus issuance and shall ensure that all the other Shareholders of the
Company waive their entitlement to participate in the bonus issue; and/or

(b) adjustment to the Series B-2 CCPS Conversion Ratio applicable to the Series B-2
CCPS;

(c) issue of additional Shares to the holders of the Series B-2 CCPS at par value or
the least possible price under Applicable Laws;

(d) Transfer of Shares from the Promoter to the holders of Series B-2 CCPS or their
nominee at nominal value or the least possible value permissible under
Appliable Laws; and

Page 101 of 102

 (e) such other acts as specified by the holders of Series B-2 CCPS that would enable
them to receive the Series B-2 Liquidation Preference Amount.

7.2. To facilitate the acts as stated in Clause 7 of this Annexure 19, the Promoter and the
Company shall perform all the relevant actions under the Applicable Laws, including
passing enabling resolutions at the Board and the Shareholders’ level and filing
requisite forms with the Governmental Authorities.

8. Seniority

The Series B-2 CCPS shall rank senior to all other Equity Shares and other Shares and
instruments which may be issued by the Company from time to time but shall rank pari
passu with Series A CCPS.

9. Conversion of Series B-2 CCPS

9.1. Subject to Clause 10 of this Annexure 19, each Series B-2 CCPS shall automatically
convert into Equity Share(s) at the conversion price then in effect, without any additional
payment to the Company for such conversion, upon Qualified Financing Round:

(i) The conversion valuation of the Series B-2 CCPS issued to the KOIS Holdings shall be
determined in the following manner:

30% (Thirty percent) discount to the valuation at which the Qualified Financing
Round happens (“Series B-2 CCPS Conversion Ratio”);

(ii) In case the Company does not have a Qualified Financing Round within 12 (Twelve)
months from the Series B-2 CCPS Closing Date, the conversion shall happen at Floor
Valuation.

(iii) For the purpose of clause (i) and (ii) above, “Qualified Financing Round” shall
mean a minimum of INR 40,00,00,000/- (Indian Rupees Forty Crore only) to be raised
by the Company.

10.Tenure

10.1. Notwithstanding anything contained in Clause 9.1 of this Annexure 19:

(i) the tenure of the Series B-2 CCPS will be 19 (Nineteen) years from the date of its
issue. Post the tenure, the Series B-2 CCPS (to the extent not converted) will
compulsorily and mandatorily convert to Shares at Fair Market Value (in
compliance with Applicable Laws); and

(ii) the conversion of the Series B-2 CCPS will be subject to the Applicable Laws.

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