irrevocably and unconditionally nominated GIPL as the entity to receive the Upside Amount on their behalf, prior to the listing
of the Equity Shares, expected to take place by December 15, 2021. In the event that the Equity Shares are not listed by
December 26, 2021 or such other date as may be extended by PIOF, then the Upside Amount and any tax paid to GIPL, will be
refunded to PI promptly prior to December 31, 2021 failing which PIOF shall be entitled to interest at the rate of 24% per
annum on the outstanding amount.

The Parties have entered into the WCA. In accordance with the terms of the WCA, certain rights of PIOF and Lavender Rose
among others, in relation to nomination of directors to our Board, transfer of securities and restricted transfers between the
Parties, as stipulated in the SHA, have been amended. PIOF and Lavender Rose have, inter alia, waived their right to (i)
nominate an observer on the Board and committees of the Company, (ii) drag along, right of first offer, tag along and the
requirement to obtain consent to transfer of shares by the Promoters, specifically and only with respect to: (a) any transfer of
equity shares by the Promoters pursuant to the Offer for Sale in the Offer, and (b) the equity shares proposed to be contributed
by the Promoters as part of the minimum promoter contribution, (iii) the requirement to obtain consent to any issue of Shares
pursuant to conversion of any convertible securities outstanding at the time of filing of the DRHP by the Company in relation
to the Offer, and (iv) under the optical frames business clause of the SHA. In accordance with the terms of the WCA, the SHA
shall stand automatically terminated, in its entirety, upon receipt of listing and trading approval by the Company pursuant to an
IPO, without any further act or deed required on the part of any party.

The WCA will terminate if (i) the initial public offering of the Equity Shares on the Stock Exchanges is not completed on or
prior to the six months from the filing of the DRHP or any such other timeline as may be mutually agreed amongst the
Promoters, PIOF and Lavender Rose or (ii) if the Company and majority of the Selling Shareholders jointly decide not to
undertake the initial public offering. In addition, post listing of the Equity Shares of the Company and subject to receipt of
approval of the public shareholders post listing, by way of a special resolution, at the first shareholders meeting held by the
Company post-listing of its Equity Shares pursuant to an IPO, (i) PIOF and Lavender Rose shall be entitled to nominate one
non-executive Director each on our Board, for so long as PIOF and Lavender Rose continue to hold at least 10% of the share
capital of our Company each on a fully diluted basis, (ii) the Promoters shall be entitled to jointly nominate one Director on our
Board, so long as the Promoters continue to hold at least 10% of the share capital of our Company jointly on a fully diluted
basis and (iii) the Promoters, PIOF and Lavender Rose have the right to make a non-binding recommendation to the Board of
the Company for the appointment of one Independent Director each.

Key terms of other subsisting material agreements
Key terms of share purchase agreements

Securities purchase agreement dated December 9, 2017 entered into amongst MKCP Direct Investments (Mauritius) IV
Limited, MKCP Institutional Investor (Mauritius) III Limited, Vistra ITCL (India) Limited (as the trustee for TVS Shriram
Growth Fund IA and Indiaventure Trust — Fund I), Gangadi Madhukar Reddy, Gangadi Investments Private Limited and
our Company (“Securities Purchase Agreement”)

Pursuant to the Securities Purchase Agreement, MKCP Direct Investments (Mauritius) [V Limited, MKCP Institutional Investor
(Mauritius) II] Limited, TVS Shriram Growth Fund IA (through Vistra ITCL (India) Limited) and Indiaventure Trust — Fund I
(through Vistra ITCL (India) Limited) sold all securities of the Company held by them, comprising of 122,347 equity shares,
12,000,000 unlisted redeemable preference shares and 42,847,000 non-convertible debentures to Gangadi Investments Private
Limited for a total consideration of %6.37 billion.

Share purchase agreement dated December 24, 2019 entered into amongst PI Opportunities Fund — I, Gangadi Madhukar
Reddy, Gangadi Investments Private Limited and our Company

Pursuant to the share purchase agreement dated December 24, 2019, PI Opportunities Fund - I purchased 21,233 equity shares
of our Company, constituting 9.06% of the then share capital on a fully diluted basis, from Gangadi Investments Private Limited
for a consideration of % 1.62 billion.

Share purchase agreement dated December 24, 2019 entered into amongst Gangadi Investments Private Limited, S S
Pharma LLC, Shore Pharma LLC, Natco Pharma Limited, Time Cap Pharma Labs Limited and our Company

Pursuant to the share purchase agreement dated December 24, 2019, SS Pharma LLC purchased 4,012 equity shares of our
Company for a consideration of 2307.98 million, Shore Pharma LLC purchased 1,199 equity shares of our Company for a
consideration of 792.04 million, Natco Pharma Limited purchased 978 equity shares of our Company for a consideration of
275.08 million and Time Cap Pharma Labs Limited purchased 977 equity shares of our Company for a consideration of 774.99
million, from Gangadi Investments Private Limited, constituting 3.06% of the then issued, subscribed and fully-paid up share
capital of the Company on a fully diluted basis.

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