 

paid-up share capital of the Company, the proposed Transferee will not be required to
execute the Deed of Adherence. Further, the aggregate limit for transfer of securities by all
Investors cumulatively without the Transferee(s) becoming a signatory to the Agreement
should not exceed 20% of the paid-up share capital of the Company.

 

53.

In the event that any of the Investors and/or their Affiliates propose to Transfer any of their
Securities to any Person, subject to Article 50 above, such Investor and/or such Affiliate
shall cause the proposed transferee to execute a Deed of Adherence and the Company (and
the Key Promoter shall ensure that the Company shall) at the request of such Investor be
required to promptly countersign the Deed of Adherence presented to it by the proposed
transferee.

Deed of Adherence

 

54.

In the event that any of the Investors proposes to Transfer any of their Securities to their
respective Affiliate, such Investor shall cause its Affiliate to execute and deliver to the
Company the Affiliate Deed of Adherence. The Company shall execute the Affiliate Deed
of Adherence on the date it is presented to the Company by the concerned Affiliate.

Affiliate Deed of
Adherence

 

TAG ALONG RIGHTS

 

55.

Subject to Articles 44 to 47, in the event of Transfer of any of the Promoter Securities
(“Promoter Offer Securities”) by the Promoter(s) (“Concerned Promoter’) to any Person
(“Limited Tag Purchaser”), each Investor shall have the option (but not the obligation) to
require the Concerned Promoter to include in the proposed sale, such number of Equity
Shares owned by the Investors and their respective Affiliates, which is up to their respective
Investor Inter-se Share, at the relevant time, at the same price and on the same terms as have
been offered to the Concerned Promoter (“Limited Tag Along Right”). Provided that if (a)
following the exercise of the Limited Tag Along Right by any of the Investors, the equity
shareholding of an Investor along with its Affiliates falls below 3% (three per cent), or (b)
even prior to the exercise of the Limited Tag Along Right, the equity shareholding of an
Investor along with its Affiliates stands below 3% (three per cent), then such Investor along
with its Affiliates shall have the option (but not the obligation) to require the Concerned
Promoter to include in the proposed sale all of the Investor Securities held by such Investor
and its Affiliates.

Limited Tag along
right

 

56.

Furthermore, if pursuant to any Transfer by any Shareholder(s) (“Concerned Seller’) of|
any Securities held by them (“Seller Offer Securities”) to any Person (“Accelerated Tag
Purchaser’), including pursuant to the exercise of Limited Tag Along Right, it is likely that
there is a change in Control of the Company, then all the Investors and their Affiliates, shall
have a right but not an obligation, exercisable at their sole discretion, to Transfer to such
Accelerated Tag Purchaser all of the Investor Securities held by them at the same price and
on the same terms as those offered by such Accelerated Tag Purchaser to the Concerned
Seller (the “Accelerated Tag Along Right”; and together with the Limited Tag Along
Right, hereinafter referred to as the “Tag Along Right”). The Concerned Promoter and/or
the Concerned Seller, as the case may be, shall be referred to as the “Tag Seller”. The
Promoter Offer Securities and/or the Seller Offer Securities, as the case may be, shall be
referred to as the “Tag Offer Securities”. The Limited Tag Purchaser and/or the
Accelerated Tag Purchaser, as the case may be, shall be referred to as the “Tag Purchaser”.
For the purpose of this Article, a ‘change in control’ shall mean a change in the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of the Company, whether through the ownership of voting securities or by contract,
and includes (a) ownership directly or indirectly of more than 50% (fifty per cent) of the
Equity Shares of the Company, (b) possession directly or indirectly of more than 50% (fifty
per cent) of the voting rights in the Company, or (c) a change in the Person directing the
management and policies of the Company.

Accelerated Tag
Along Right

 

 

57.

 

Prior to the Tag Seller Transferring the Tag Offer Securities to the Tag Purchaser, the Tag
Seller shall first give a written notice (hereinafter referred to as the “Tag Along Notice”) to
each of the Investors. The Tag Along Notice shall provide the following:

@ the number of the Tag Offer Securities;

(ii) the name and address of the Tag Purchaser;

 

Tag Along Notice

 

422

 
