b) Recover entire dues payable;

c) Enforce security;
d) Cancel the undrawn commitment of the facility;
e) Convert outstanding obligations under the facility into equity capital or other securities of Optival; and
f) Appoint a nominee director/observer on the Board of Directors of Optival.
10. Negative Covenants: The loans availed by Optival contain restrictive covenants which require prior written consent

of the lender, or prior intimation to be made to the lender, for certain specified events or corporate actions, including:

a) Change in capital structure of Optival;

b) Change in the ownership, management or control of Optival;

c) Change in the general nature of the business of Optival;

d) Enter into any scheme of merger, de-merger, amalgamation, or do a buyback;

e) Winding up, liquidation or taking any steps for voluntary liquidation or dissolution;

f) Creation of security interest on the assets of Optival, except as permitted by the lender;
g) Change in the constitutional documents of Optival; and

h) Disposal of assets other than those permitted by the lender.

This is an indicative list and there may be such other additional terms under the various borrowing arrangements
entered into by Optival.

For the purpose of the Offer, our Company has obtained the necessary consent from the lenders of Optival as required under
the relevant loan documents for undertaking activities relating to the Offer including consequent actions, such as change in the
capital structure, change in management control, amendments to the Articles of Association, of our Company.

In addition, upon occurrence of an event of default as defined under the terms of debenture agreements between Agilemed,
GIPL, Gangadi Madhukar Reddy and Vistra ITCL (India) Limited, and Lone Furrow, GIPL, Gangadi Madhukar Reddy and
Vistra ITCL (India) Limited each dated January 20, 2021, the debt lenders i.e. Zash Traders (through the Zash Debenture
Trustee) and Morning Brook Investment Ltd (through the Morning Brook Debenture Trustee) each have the right to nominate
one nominee Director on the Board of the Company.

Gangadi Madhukar Reddy has provided personal guarantee of 71,850.00 million against the secured facilities availed by
Optival Health Solutions Private Limited.

For details in relation to risks associated with our outstanding indebtedness, see “Risk Factors - Our lenders have imposed
certain restrictive conditions on us under our financing arrangements.” on page 31.

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