"Special Resolution" means special resolution as defined under Section 114 of the Act;

"Special Rights” shall mean the rights of the Investors under Article 101 and the right of the Investors
to be entitled to appoint its nominee as a Director on the Board;

“Specified Matters” shall mean the following:

@ significant adjustments or qualifications made to the financial statements arising out of audit
findings; or

(ii) any issues or material change in accounting policies or practices of the Company that could
affect the true and fair nature of any financial statements of the Company.

"Sponsor" means SR and KG and shall include any other Person designated as a Sponsor from time to
time in accordance with these Articles;

"SR" means S. Ravi, s/o Dr. G. Srinivasan, a citizen of India residing at Old No. 153, New No. 209,
Tea Estate Compound, Race Course, Coimbatore — 641 018, Tamil Nadu, India, having Permanent
Account No. AEYPR9359H;

"Subsidiary" means a subsidiary as defined under the Act and shall include (a) Craftsman Marine BV;
and (b) Craftsman Automation Singapore Pte Ltd or any other subsidiary which the Company or its
Subsidiaries may establish from time to time, in India or elsewhere;

"Tax", "Taxation" or "Taxes" means any present or future taxes (including stamp duties), withholding
obligations, duties and other charges of whatever nature levied by any Authority together with any
interest, penalties, surcharges or fines relating thereto ;

"The Company" or "This Company" or "Company" means Craftsman Automation Limited;

“Third Party” shall mean any Person that is not a signatory to the Shareholders Agreement;

“Total Debt” shall mean the sum total of all indebtedness of the Company calculated at any time when
the Company proposes to incur a debt including aggregate of each of the following:

(a) Long Term Borrowings;

(b) Short Term Borrowings;

(c) Indebtedness of the Company in respect of any Borrowing other than (a) and (b) above;

(d) Indebtedness of the company in respect of bills discounted with recourse to the Company; and
(e) Indebtedness of the company in respect of corporate guarantees issued by the Company in

favour of other entities.

“Transaction Documents” shall mean the Shareholders Agreement, the SCPE Subscription Agreement,
the IFC Subscription Agreement, the Amended and Restated Put Option Agreement, the Deed of
Adherence dated 17" March, 2017 signed by Marina III and such other documents as may be designated
as such by the Parties;

"Transfer" means to directly or indirectly, transfer, sell, convey, assign, pledge, hypothecate, create a
security interest in or Encumbrance on, place in trust (voting or otherwise), transfer by operation of law
or in any other way subject to any Encumbrance or dispose of, whether or not voluntarily, and
"Transferring" and "Transferred" shall have corresponding meanings.

*Capital

407
