 

the Company to pay the Investors such amounts to which they are entitled under Article 92.
On the receipt of such notice from the Investors, the Company shall, and the Key Promoter
shall cause the Company to declare or pay dividend or undertake any other actions permitted
under Applicable Law to pay such amounts to the Investors such that each Investor receives,
prior to and in preference of any other distributions, an amount that provides Liquidation
Preference mentioned in Article 92.

 

GENERAL OBLIGATIONS

 

Company’s Obligations

 

98.

The Company shall at all times ensure that Securities allocated for ESOP are allotted in
accordance with the ESOP Scheme.

Allocation for
ESOP

 

99.

The Company shall ensure that the Key Promoter retains his position in the Company until
such time as is determined by the Board, and as required by Applicable Law.

Key Promoter

 

100.

The Company confers ‘Preferred Business Partner’ status to HDFC Life Insurance Company
Limited (“HDFC II”). Pursuant to the said status, as and when, anytime in future, the
Company proposes to tie up or partner with a life insurer for sale / distribution of life
insurance solutions / products, including any customised / specific product or solution,
Company shall give a right of first refusal to HDFC II for the purpose of sourcing /
distribution of such life insurance solutions/ products of HDFC II through its established
distribution channels / branches of the Company.

The Company can tie up with any other life insurance company or entity only if it has
provided 30 (thirty) Business Days prior notice to HDFC II, and HDFC II has conveyed in
writing about not exercising its aforesaid right to provide such product / solution. The said
30 (thirty) Business Days’ notice period for HDFC II, to confirm / provide the product /
solution, shall stand extended to 90 (ninety) Business Days, if HDFC II confirms the
approval of the product design and initiating regulatory approval process, from the date of
initial notice to meet regulatory / operational requirements, if any. The timeline may be
further extended, if necessary, with mutual consent of the Company and HDFC II and they
shall endeavour to work in good faith to achieve the purpose. In case of no revert from
HDEFC II within the above stipulated timeline or extended timeline with mutual consent, the
Company can decide to proceed with arranging tie up with any other life insurance company
or entity.

While HDFC II would make all attempts to be price competitive (to the policyholder), it
need not necessarily be the lowest. For the purpose of this Article, the Company and HDFC
II shall enter into a relevant agreement / service level agreement recording terms and
conditions of the activity and shall also ensure compliance with applicable regulatory
requirements including that of Insurance Regulatory and Development Authority.

Preferred Business
Partner

 

Key Promoter’s obligations

 

 

101.

 

So long as the Key Promoter remain as a Shareholder and for 12 (twelve) months thereafter
and so long as the Investors hold any Investor Securities in the Company and for 12 (twelve)
months thereafter, the Key Promoter shall not, and shall ensure that none of their Affiliates
shall, singly or jointly, directly or indirectly, for their own account or as agent, employee,
officer, director, consultant, or shareholder or equity owner of any other Person, engage or
attempt to engage or assist any other Person to engage in the Business or any similar
business, other than through the Company. The Key Promoter further, shall give up, part
with and/or cease and desist from carrying on, other than through the Company, any activity
or business which is same or similar as that of the Business. He undertakes that any venture
or investment, whether directly or indirectly, in the Business shall only be undertaken,
carried on, implemented, or held through the Company, unless the Investors give prior
written consent to the Key Promoter to do otherwise. The Key Promoter shall also not
divulge or disclose to any Person any information (other than information available to the
public or disclosed or divulged pursuant to an order of a court of competent jurisdiction)
relating to the Business, including but not limited to the identity of clients, finance,
contractual arrangements, business or methods.

 

Non- compete

 

435

 
