30.

No Transfer may be made pursuant to Article 29 above, unless the transferee of the Transfer Shares
executes a Deed of Adherence and unless the transferee complies in all respects with the other applicable
provisions of these Articles and Applicable Law.

Investors’ Right to Exit

Qualified IPO

31.

32.

On or before the expiry of 42 (forty two) months from the Closing Date (“IPO Deadline Date”), the
Company shall and the Sponsors shall cause the Company to complete an IPO of the Company at the
price that shall be at least the Qualified IPO Price (“Qualified IPO”), which shall be undertaken in the
manner set out in Article 32 below.

The Company and the Sponsors shall seek the prior written consent of the Investors, which shall not be
unreasonably withheld by the Investors, to determine all key matters with respect to the Qualified IPO
including, the timing of undertaking such Qualified IPO, offer price per Equity Share, the mode of the
issue, the size of the issue, the lead managers and merchant banker, legal counsel, and such related
matters in relation to the Qualified IPO, which may be undertaken by way of (i) a fresh issuance of Equity
Shares and/or (ii) an offer for sale of existing Equity Shares. In case the Qualified IPO comprises an offer
for sale of the Equity Shares from the existing Shareholders, (a) the Investors shall have the right, but
not the obligation, to participate in the Qualified IPO by offering for sale, at their sole discretion, up to
75% (seventy five per cent) of the Equity Shares, being offered for sale in such Qualified IPO (“Investor
Aggregate Limit”), proportionate to their respective shareholding in the Company, or such other
mutually agreed proportion inter - se the Investors and (b) the Sponsors and SM shall have the right to
offer up to 25% (twenty five per cent) of the Equity Shares, being offered for sale in such Qualified IPO,
proportionate to their respective shareholding in the Company or such other mutually agreed proportion
between the Sponsors and SM. In the event that any of the Investors choose not to offer all the Equity
Shares that it may be entitled to offer in such offer for sale, the other Investor may, utilize any part of
whole of such unutilized portion of the Investor and offer such additional Equity Shares held by it up to
the maximum Investor Aggregate Limit.

Investor Request Qualified IPO

33.

34,

35.

36.

At any time after the expiry of the IPO Deadline Date, any Investor (“IPO Requesting Investor”) may,
obligate the Company to undertake an IPO at the Qualified IPO Price (“Investor Request Qualified
IPO”) as per the provisions of Articles 33 to 38, by delivering a written notice in this regard to the
Company, the Sponsors and the other Investor (“IPO Request Notice”). Within a period of 30 (thirty)
Business Days from the date of the IPO Request Notice, the other Investor shall have the right to, but not
the obligation to deliver a written notice to the Company, the Sponsors and the IPO Requesting Investor
(“IPO Consent Notice”), to participate in the Investor Request Qualified IPO, in the same capacity as
the IPO Requesting Investor, and the other Investor shall, upon delivery of such notice also be deemed
to be an IPO Requesting Investor for the purposes of the Articles 33 to 38. In the event such other Investor
elects to not participate in the Investor Request Qualified IPO, such Investor shall be deemed to be a
Non-Participating Investor for the purpose of the Articles 33 and 36.

The Investor Request Qualified IPO may be undertaken by way of an Offer for Sale (“OFS”) with or
without a fresh issuance of Equity Shares.

With respect to an OFS, the IPO Requesting Investor shall have the right, but not the obligation, to offer
for sale such number of its Equity Shares as it may desire leaving the remaining quantity of Equity Shares
that may be offered in such Investor Request Qualified IPO, for being utilized by the Investor who has
not delivered a IPO Consent Notice for the Investor Request Qualified IPO (“Non-Requesting
Investor”), SM and Sponsors (between them Non Requesting Investor enjoying a preference).

The minimum number of Equity Shares to be issued in order to consummate a Listing as per Applicable
Law shall be known as Minimum IPO Size. The difference between (a) the Minimum IPO Size and (b)
the aggregate number of Equity Shares proposed to be offered through OFS by all the parties under
Article 35 above shall be deemed to be the Shortfall. Such Shortfall shall be made up by a fresh issuance
of Equity Shares and / or the Sponsors, SM and the IPO Requesting Investor may be required to offer for
sale, the Equity Shares held by them, proportionate to their respective shareholdings in the Company or

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