*Inserted pursuant to the transfer of equity shares from SCPE to Marina III Singapore Pte Ltd dated 24" March,
2017

“Material Adverse Effect" means a material adverse effect on:

(a) the Company's, or any of its Subsidiaries’ assets or properties;

(b) the Company's, or any of its Subsidiaries' business prospects or financial condition;

(3) the carrying on of the Company's, or any of its Subsidiaries' Business or operations;

(d) the ability of the Company to comply, and ensure that each of its Subsidiaries complies, with

its obligations under the Shareholders Agreement, or the Company's Charter and in the case of
each of its Subsidiaries, such Subsidiary's Charter; or

(e) the ability of the Sponsor and SM to comply with their obligations under the Shareholders
Agreement.

*“Net Worth” means the aggregate value of the paid-up share capital and all reserves created out of the
profits securities premium account and debit or credit balance of profit and loss account, after deducting
the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not
written off, as per the audited balance sheet, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation;

“Obstructive Practice" has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC
Transactions) of the Shareholders Agreement;

"Offering" means any primary or secondary public or private offering of Equity Shares of the Company
and/or Share Equivalents;

“Parties” means collectively, the Company, the Sponsors, SM and the Investors;
"Performance Standards" means IFC's Performance Standards on Social & Environmental

Sustainability, dated January 1, 2012, copies of which are available publicly on the IFC website at
http://www. ifc.org/ifcext/enviro.nsf/Content /EnvSocStandards;

 

"Person" means any individual, corporation, company, body corporate, partnership, firm, voluntary
association, joint venture, trust, unincorporated organization, Authority or any other entity whether
acting in an individual, fiduciary or other capacity;

“pro-rata share" or “pro-rata Equity Share” means, with respect to any Shareholder, the total number
of issued and outstanding Equity Shares of the Company and Share Equivalents held by the relevant
Shareholder, expressed as a percentage of the total number of shares of the Company and Share
Equivalents then issued and outstanding, reckoned as Shares on a Fully-Diluted Basis;

“Proxy” includes attorney duly constituted under a power of attorney;
"Qualified IPO Date" means the date on which a Qualified IPO takes place;

"Qualified IPO Price" means a share price at the lower end of the IPO price band that would result ina
minimum IRR of 10% (ten per cent) on the Aggregate Subscription Amount calculated with respect to
each of the Investors from the respective Investment Dates till the Qualified IPO Date or Investor Request
Qualified IPO Date, as the case may be;

“Related Party" means any Person: (a) that holds a material interest in the Company or any Subsidiary;
(b) in which the Company or any Subsidiary holds a material interest; (c) that is otherwise an Affiliate
of the Company; or (d) who serves or has within the past 12 (twelve) months served as a Director; (e)
who is a Relative of any individual included in any of the foregoing or (f) an employee of the Company
or the Subsidiaries from whom the Company or any Subsidiary, has directly or indirectly, procured goods
and services, of a value of more than 5% (five per cent) of sales of the Company as per the Audited

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