 

shall be used to acquire Securities from the Investors who have provided the Fresh
Issue Exit Notice pro-rata to their shareholding percentage on a fully diluted basis.

Notwithstanding anything contained in these Articles or otherwise, the Investors’ right under
Articles 74 to 84 shall be applicable to every Fresh Issue proposed to be undertaken by the
Company after the QIPO Date and continue to subsist until each Investor has been provided
with an exit with respect to all Securities held by it at a Determined Price subject to
compliance with the pricing requirements under Applicable Laws.

 

84.

@ In the event the Company and the Key Promoter fail to (1) complete the QIPO on
or prior to the QIPO Date; and (2) provide an exit to the Investors with respect to
all Investor Securities held by them in within 1 (one) year from the QIPO Date
(“Second Exit Date”), the Majority Investors shall have the right to require the
Company and the Key Promoter to provide an exit opportunity to the Investors at
the Determined Price, subject to compliance with the pricing requirements under
Applicable Laws (“Exit Right”).

(ii) For the purpose of this Article, the term “Majority Investors” shall mean such
Investors who together hold 75% (seventy-five per cent) of the Equity Shares held
by all Investors at the time of calculation of such percentage.

For the purpose of exercise of the Exit Right, the Majority Investors shall have the discretion
to adopt any or a combination of the methods, as may be available to them under these
Articles.

Exit Rights post
Second Exit Date

 

85.

If permitted by Applicable Law:

@ The Majority Investors may at their option require the Company to buy-back any
or all of the Investor Securities at the Determined Price subject to compliance with
the pricing requirements under Applicable Law. The Majority Investors shall
exercise the buy-back option by serving a notice on the Company and the Key
Promoter (“Buy-back Notice”) indicating the number of Investor Securities to be
bought back by the Company, the particulars of the Investors willing to participate
in the buy-back and the time period within which the buy-back shall be undertaken
by the Company (which shall not be more than 30 (thirty) days from the date of the
Buy-back Notice) (“Buy-back Date”). It is clarified that nothing contained in this
Article shall result in the Investors being required to tender the Investor Securities
in the buy-back by the Company.

(ii) The Company and the Key Promoter shall do all such acts and deeds as may be
necessary under Applicable Law or otherwise (including voting at the meetings of
the Board and General Meetings to cause the Company to undertake the buy-back)
to undertake the buy-back of Investor Securities prior to the Buy-Back Date. If all
Investor Securities specified in the Buy-back Notice cannot be bought back by the
Company due to restrictions under Applicable Law, then the Company shall buy-
back Investor Securities from the Investors pro-rata to their shareholding
percentage on a fully diluted basis subject to the maximum number of Equity
Shares that may be bought-back by the Company under Applicable Law.

The Key Promoter shall not and shall ensure that the Shareholders other than the Investors
shall not tender the Securities held by them in any buy-back undertaken by the Company
pursuant to this Article.

Buy Back of
Investor Securities

 

 

86.

 

@ The Majority Investors shall have the right, subject to Applicable Law, to procure
the sale of all or any the Promoter Securities to a Third Party purchaser in order to
provide an exit to the Investors at the Drag Price in priority and preference to all
other Shareholders (including Promoters and the Persons holding the Promoter
Securities jointly with the Promoters). The term “Drag Price” shall mean the
Determined Price, subject to compliance with the pricing requirements under
Applicable Law.

(ii) Upon the receipt of a firm commitment from the Third Party purchaser, the
Majority Investors shall provide a written notice to the Promoters and the Persons
holding the Promoter Securities jointly with the Promoters (“Drag Along Notice”)

 

Drag Along Right

 

430

 
