46.

47.

48.

49.

Subject to Applicable Law, the Company shall ensure that the Investors and / or their Affiliates and SM
are not in any way liable or responsible for the prospectus to be filed by the Company or otherwise
classified as a “promoter” of the Company for any purpose whatsoever in relation to such IPO.

In the event of a Qualified IPO or a Investor Request Qualified IPO, if the Equity Shares of the Investors
may be subject to any mandatory “close periods”, “lock-ups” or other restrictions on Transfer under the
rules of the relevant stock exchange on which the Equity Shares are to be listed or any other requirement
of Applicable Law, then: (i) the Sponsors shall (A) first offer the Equity Shares held by them pro rata
inter - se the Sponsors (or in such ratio as they may mutually decide) to satisfy any requirements under
Applicable Law relating to restrictions on Transfer, (B) ensure that any Equity Shares held by the
Investors are not subject to any such lock-up restrictions, and (C) take such actions under Applicable
Law (with the prior approval of the Investors) as are necessary to ensure that the Equity Shares held by
the Investors are not subject to any such lock-up restrictions; and (ii) notwithstanding the foregoing, if
the Equity Shares held by the Investors are subject to mandatory “lock-up” restrictions, then the Sponsors
shall also subject the Equity Shares held by them to similar “lock-up” restrictions that are binding on the
Investors (pursuant to contract or otherwise) to the same extent as the restrictions imposed on the
Investors.

Subject to the provisions of these Articles, during the period in which the Company undertakes the
Qualified IPO or the Investor Request Qualified IPO, as the case may be, and subsequent to the
completion of the Qualified IPO or the Investor Request Qualified IPO, as the case may be, to the
maximum extent permitted by Applicable Law, the provisions of the Shareholders Agreement
incorporated in these Articles shall continue to apply and such provisions of the Shareholders Agreement
shall continue to be incorporated in the Charter Documents.

In the event of any initial public offering, subject to Applicable Law, the Company and the Sponsors
shall ensure that all Equity Shares of the Company and Share Equivalents (upon their conversion) are
included in the Listing such that Investors Shares will be freely tradable by Investors immediately
following the Listing.

Exit Rights

50.

51.

If the Company and / or the Sponsors fail to complete the Qualified IPO or the Investor Request Qualified
IPO within a period of 54 (Fifty Four) months from the Closing Date (“Exit Trigger Date”), then the
Investors may, by notice to the Sponsor and the Company (“Exit Option Notice”), require the Sponsors
and/or the Company, subject to Applicable Law including the receipt of the requisite Governmental
Approvals, the sale of all or some of the Investor Shares at the higher of the (A) FMV Price and (B) ata
price which would result in an IRR of 18% (Eighteen) on the Aggregate Subscription Amount, as the
case may be, calculated from the respective Investment Dates till the date of the Exit Trigger Date (“Exit
Option Price”), by adopting either or all of the following:

a. to cause the Company to buyback all or part of the Equity Shares held by the Investors
(“Buyback Shares”) in accordance with Applicable Law (including the Act), and procure that
the Company shall pay to the Investors, the relevant Exit Option Price for the Buyback Shares
after complying with all requirements of Applicable Law for a Buyback of shares (including
those of Section 68 of the Act) (“Buyback”) and (a) the Company shall effect such Buyback;
(b) the Sponsors shall not tender any Equity Shares owned by them in such Buyback. In relation
to a Buyback, only if the Exit Option Price is not permissible to be paid by the Company to the
Investors under Applicable Law, then the Exit Option Price in relation to such Buyback shall
be the highest price permitted to be paid by the Company to Investors in relation to the Buyback
under Applicable Law; and / or

b. to require the Sponsors to (i) identify a suitable purchaser to purchase the Investor Shares, at
the best possible price in accordance with the RBI guidelines and Applicable Law, which price
shall in any event not be lower than the Exit Option Price and (ii) to ensure completion of the
Transfer of the Investor Shares to such purchaser at the Exit Option Price in accordance with
the RBI pricing guidelines and Applicable Law.

The options set out in Article 50 above, are collectively referred to as “Exit Options” and individually
as “Exit Option”. Notwithstanding the provisions of Article 50 above, the Investors shall have the right

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