37.

38.

such other mutually agreed proportion between them, such that the total number of Equity Shares being
offered in such OFS, complies with the Minimum IPO Size. It is expressly clarified that the Non-
Participating Investor shall have the right but not the obligation to tender Equity Shares held by it to
make good the Shortfall, at its sole discretion.

The objective of the parties shall be to facilitate and ensure consummation of the Investor Request
Qualified IPO.

The IPO Requesting Investor will have the right to determine, in conjunction with the Company, 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 except that the IPO
Requesting Investor will have no right to obligate the IPO Non-Requesting Investor to offer its Equity
Shares in the Qualified IPO.

Other IPO

39.

Notwithstanding and without prejudice to the obligations regarding a Qualified IPO or an Investor
Request Qualified IPO, Sponsors have the right, but with the prior written consent of the Investors, at
any time prior to the IPO Deadline Date, to commence an Initial Public Offer (“Other IPO”).

Terms Applicable to any IPO

40.

41.

42.

43,

44,

45.

The Company and the Sponsors shall take all such steps, and extend all cooperation to each other, the
Investors and the investment banks, lead managers, underwriters and other persons, including any
Authority, as may be required for the purpose of expeditiously making and completing an IPO, including
(i) preparing and signing the relevant offer documents; (ii) conducting road shows with adequate
participation of senior management; (iii) entering into appropriate and necessary agreements;
(iv) providing all necessary information and documents required to prepare the offer documents; (v)
filing of offer documents with appropriate Authorities; and (vi) obtaining necessary consents from
relevant Persons in relation to such a IPO, as the case may be. The Company and the Sponsors shall
ensure that the Qualified IPO or the Investor Request Qualified IPO, as the case may be, complies with
Applicable Law and listing requirements of any Relevant Market.

The Company and the Sponsors shall ensure that the Investors, shall not, upon listing or sale of the Equity
Shares, held by it, be required to give any warranties or indemnities to any underwriter, broker, Relevant
Market, any Authority or any other Person other than in relation to title of the Equity Shares held by it.

Subject to Applicable Law, all costs, charges, fees and expenses, including those of the merchant banker
and any other agents, banks, managers or advisors involved with the IPO, incurred in connection with
the same shall be borne and paid by solely the Company.

The Company shall comply with all ongoing listing costs and requirements including, inter alia, payment
of all present and future costs relating to the listing and sponsorship, underwriting fees, listing fees,
merchant bankers fees, bankers fees, brokerage, commission and any other costs that may be incurred
due to the changes to the Applicable Law for the time being in force and all intermediaries, agents and
managers shall be appointed by the Company in consultation with the Investors and at the cost of the
Company.

The Company and the Sponsors shall jointly and severally indemnify the Investors and their respective
Affiliates, as well as their officers against any losses arising out of any misrepresentation, inadequate
disclosure or incorrect and misleading information contained either in the IPO prospectus or other
publicity material and/or future representation and information or any violation of Applicable Law
(including but not limited to, securities laws and exchange requirements applicable to any Offering).

Subject to Applicable Law, the Company and the Sponsors shall ensure that such percentage as

prescribed under Applicable Law, of the Share Capital of the Company, reckoned as Shares on a Fully
Diluted Basis, is issued / sold to the public pursuant to Articles 31 to 38.

418
