 

reasonable cooperation and assistance to the relevant Members to Transfer,
purchase or subscribe to such Securities.

(vy) Subject to Article 3(v) above, and unless otherwise specifically provided in these
Articles, in the event the exercise of rights by one or more Members under these
Articles or any other arrangement between the Members is not permitted under the
Guidelines, the RBI Approval or any other Applicable Law, then the maximum
number of Securities that may be transferred, purchased or subscribed to shall be:

(a) in the event that a single Member is exercising its rights, such number of
Securities as permitted by the Guidelines, RBI Approval and Applicable
Law;

(b) in the event that more than 1 (one) Member is exercising its rights, the

maximum number of Securities that may be Transferred, purchased or
subscribed to by such Members in compliance with the Guidelines, RBI
Approval and Applicable Law shall be apportioned between such
Members in proportion to their inter-se Equity Shareholding in the
Company, provided however that this condition will not apply to a transfer
of Securities by a Member who is a Non-resident to another Non-resident
to the extent such Member is permitted under the Applicable Law to
transfer its Securities to Non-residents.

 

RIGHTS OF INVESTORS

 

The Company and the Key Promoter shall, to the maximum extent permissible by
Applicable Law, ensure that:

@ The Investors and/or their Affiliates shall not be considered or represented as a
“promoter” for any purpose whatsoever; and

(ii) Unless otherwise required by Applicable Law or these Articles, none of the
Investor Securities shall be subject to any restriction of any nature.

 

The Company and the Key Promoter shall ensure that the Company is at all times compliant
with the minimum capitalization requirements under Applicable Law in respect of its
Business considering the level of Non-resident shareholding in the Company. The Company
and the Key Promoter shall ensure that the Business is operated and conducted in material
compliance with Applicable Law including in relation to the establishment and operation of
the small finance bank, the RBI Approval and the license issued by the RBI in relation to
the small finance bank.

 

The Investors and/or their Affiliates shall not be required to pledge the Investor Securities
as and by way of security for any loans or indebtedness of the Company or provide any
guarantee, letter of comfort or any other support to any Third Party, including, without
limitation, to the lenders of the Company.

 

In the event of any investment by a Future Investor(s) in the Company:

@ Each of the Investors and Promoters shall be a party to any agreement executed
with such Future Investor(s) in relation to the rights of such Future Investor as a
shareholder; and

(ii) All concerns, issues and conditions raised by the legal, financial and business due
diligence exercise by any such Future Investor(s) shall be resolved to the
satisfaction of each of the Investors.

 

Without prejudice to the rights of the Investors contained herein, the Company along with
the Key Promoter shall provide each of the Investors any rights granted to any Future
Investor(s) which are more favourable than those provided to the Investors under these
Articles.

 

 

 

As long as IFC and/ or DEG are Shareholders in the Company or holds Securities, the
Company shall not make an offer or issue any shares in the Company or Securities to any

 

412

 

 
