The Parties, existing as on date, have entered into the Shareholders’ Second Amendment Agreement pursuant to which
the SHA has been amended. In terms of the Shareholders’ Second Amendment Agreement, certain rights have been
amended inter alia, in relation to transfer of securities and restricted transfers between the Parties. Further, the
Shareholders’ Second Amendment Agreement also provides that other than i) listing fee, (ii) audit fee, not incurred for
the purposes of the Issue, and (iii) any costs incurred in issuing corporate advertisements (i.e, any corporate
advertisements consistent with past practices of our Bank and not including expenses relating to marketing and
advertisements undertaken in connection with the Issue) which shall be solely borne by our Bank, all costs, fees and
expenses with respect to the Issue will be borne by our Bank and the Selling Shareholders in accordance with applicable
law. Any expenses paid by our Bank on behalf of Selling Shareholders in the first instance will be reimbursed to our
Bank, directly from the Public Issue Account. However, in the event that the Issue is withdrawn or not completed for any
reason whatsoever, all Issue related expenses will be borne by our Bank.

The Shareholders’ Second Amendment Agreement also notes that our Bank has adopted certain covenants in relation to
certain matters such as anti-corruption, environmental and social requirements, restriction in engagement in any
sanctionable practice and anti-money laundering, through a resolution of the Board which will be complied with post
consummation of the Issue. The Shareholders’ Agreement shall automatically stand terminated upon the date on which
listing and trading of Equity Shares of our Bank commences on the Stock Exchanges.

Further, in case listing is not completed by the date contemplated in the Shareholders’ Second Amendment Agreement,
the provisions of the Shareholders’ Second Amendment Agreement shall automatically stand terminated without any
further act or deed required on the part of any Party.

Other agreements

1. One of our Promoters, Baskar Babu Ramachandran has entered into a facility agreement dated December 22, 2019
(the “Facility Agreement I”) with Kiran Vyapar Limited (“KVL”), one of our Shareholders, for a credit facility
aggregating to = 630 million (“Facility I”). Pursuant to the Facility Agreement I and amendments thereto
5,050,000 Equity Shares (constituting 5.15% of the pre-Issue paid up Equity Share capital of our Bank) held by
Baskar Babu Ramachandran have been pledged with KVL (the “Pledged Shares”). Further, in accordance with
the terms of the Facility Agreement I, KVL and Baskar Babu Ramachandran, have entered into a call option
agreement dated December 22, 2019 (the “Call Option Agreement”). In accordance with the Facility Agreement
I, the Call Option Agreement and the letter dated September 29, 2020 (“KVL Letter”) issued by KVL to Baskar
Babu Ramachandran, KVL has an option (the “Call Option”) to purchase 350,000 Equity Shares (the “Call
Shares”) at a price of Rs. 140 per Equity Share (subject to adjustment for future corporate actions) in one or more
tranches, during any or both of the following time:

i. at any time on or after January 1, 2021 up to the date of filing of the Red Herring Prospectus; and

ii. the later of: (a) within 12 months after the date on which all outstanding obligations in connection with the
Facility Agreement I have been discharged in full by Baskar Babu Ramachandran; or (b) within three years
from the date of the first utilization date under the Facility I (i.e. December 27, 2019); or (c) within 3 (three)
months from the date of expiry of the lock-in period of 3 (three) years under the SEBI ICDR Regulations.

Further, KVL has undertaken and agreed that the Call Option shall be exercised in accordance with the Call Option
Agreement, as modified by way of KVL Letter and shall not be exercised during the pendency of the statutory
lock-in period of one year from the date of Allotment in the Issue as provided under the SEBI ICDR Regulations
(“Statutory Lock-in”).

In addition, Baskar Babu Ramachandran, has obligations under the Call Option Agreement, read with the KVL.
Letter, to ensure that within a period of 6 (six) months from Allotment in the Issue, at least 350,000 Equity Shares
(or such other number which is equivalent to Call Shares) are made free of any pledge, liens, charges, encumbrance
and lock-in restrictions (other than the Statutory Lock-in) and are available as Call Shares under the Call Option
Agreement read with the KVL Letter to enable the exercise of Call Option over the Call Shares post the Statutory
Lock-in (if unexercised prior to filing of the Red Herring Prospectus) or to pledge such free shares for the benefit
KVL within a period of 6 (six) months of the Issue to ensure that the total number of Pledged Shares remain
pledged as contemplated in the Facility Agreement I, in the event the Call Shares are exercised prior to filing the
Red Herring Prospectus from the Pledged Shares.

Further, in accordance with the put option agreement dated December 24, 2019 (the “Put Option Agreement”)
entered into among P.S Jagdish (one of our Promoters), KVL and Baskar Babu Ramachandran, KVL had the right
to require P. S. Jagdish to purchase up to 1,041,667 Equity Shares at a price of = 240 per Equity Share, from KVL
(“Put Option”).

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