 

proposed, the Company and the Key Promoter shall keep each Investor fully informed of all
material activities undertaken in connection with the QIPO.

 

81.

@

(i)

(iii)

(iv)

(vy)

(vi)

Each Investor shall have the right to offer all Equity Shares held by such Investor
for sale in the QIPO in priority and preference over the other Shareholders
(including the Promoters and the Persons holding the Promoter Securities jointly
with the Promoters). In the event the number of Equity Shares being offered by the
Investors pursuant to this Article is greater than the OFS Size, then the number of
Equity Shares to be offered by each Investor shall be pro-rata to its shareholding
percentage on the basis of Equity Shares actually held by such Investor.

The Company and the Key Promoter agree and shall ensure that the Investors, shall
not, upon listing or sale of the Equity Shares, held by it, be required to give any
warranties or indemnities to any underwriter, broker, Recognized Stock Exchange
or any other Person other than in relation to title of the Equity Shares held by it.

The Company and the Key Promoter shall ensure that none of the Investors are in
any way liable or responsible for the prospectus or any other document or classified
as a “promoter” or “promoter group” of the Company for any purpose whatsoever.
The Company shall not name the Investors as “promoters of the Company” or as
part of the “promoter group” in any prospectus or other document relating to the
issuance of any Securities. Nothing herein shall require any Investor to do or omit
to do anything that may result in it becoming a “promoter” or “promoter group” of
the Company under the Applicable Law including the guidelines issued by the
Securities and Exchange Board of India from time to time.

The Company and the Key Promoter shall take all such steps, and extend all
cooperation to each other, the Investors and the investment banks, lead managers,
underwriters and other Persons as may be required for the purpose of expeditiously
making and completing an QIPO, including (1) preparing and signing the relevant
offer documents; (2) conducting road shows with adequate participation of senior
management; (3) entering into appropriate and necessary agreements; (4) providing
all necessary information and documents required to prepare the offer documents;
(5) filing of offer documents with Governmental Authorities; and (6) obtaining
necessary consents from relevant Persons in relation to such a QIPO, as the case
may be. The Company and the Key Promoter shall ensure that the QIPO complies
with Applicable Law and listing requirements of the Recognized Stock Exchange.
The Company and the Key Promoter further agree that they shall take all steps to
ensure that the QIPO complies with all listing requirements.

The Company and the Key Promoter shall be responsible for all ongoing listing
costs and requirements including, inter alia, payment of all present and future costs
relating to the listing and sponsorship, underwriting fees, listing fees, merchant
bankers fees, bankers fees, brokerage, commission and any other costs that may be
incurred due to the changes to the Applicable Law for the time being in force and
all intermediaries, agents and managers shall be appointed by the Company in
consultation with the Investors and at the cost of the Company.

The Company and the Key Promoter jointly and severally undertake to indemnify
the Investors and their respective Affiliates, as well as their officers against any
losses arising out of any misrepresentation, inadequate disclosure or incorrect and
misleading information contained either in the QIPO prospectus or other publicity
material and/or future representation and information or any violation of
Applicable Law.

Offer for sale
Qiro

 

Exit Rights post the QIPO Date

 

 

82.

 

@

In the event the Company and the Key Promoter fail to complete the QIPO on or
prior to the QIPO Date, then any Investor may by notice to the Company and the
Key Promoter (“Sale Right Trigger Notice”), (a copy of which shall be provided
to the other Investors), require the Company and the Key Promoter to procure a
Third Party purchaser to purchase all or some of the Investor Securities, subject to
compliance with the pricing requirements under Applicable Laws (“Sale Right”).
Upon receipt of the Sale Trigger Notice, the other Investors shall also have the right

 

Third Party Sale

 

428

 
