 

102.

The Key Promoter shall ensure that the Company complies with its obligations under these
Articles and shall exercise all rights and powers lawfully available to him to do so.

 

103.

The Key Promoter shall notify the Investors within 10 (ten) Business Days of him becoming
aware of any breach by the Company of any of its obligations or on occurrence of Material
Adverse Effect.

 

104.

The Key Promoter shall not at any time in any Relevant Capacity directly or indirectly (a)
compete, invest and/or set up any entity which competes with the Business of the Company
3 (b) solicit for employment or employ, or assist any other Person to solicit for employment
or employ, any individual who is engaged in employment with the Company; or (c) solicit,
or assist any other Person to solicit, any current customer, client or account of the Company
for any business that is competitive with the Business of the Company.

 

105.

Neither the Key Promoter nor its Affiliates shall engage in any transaction with the
Company that is less favourable to the Company than the terms that would be available to
the Company in a comparable transaction which is conducted on the basis of arm’s length
dealings with a Third Party.

 

106.

The Key Promoter shall ensure that the Company shall at all times conduct its Business in
accordance with all Applicable Laws and as per the best business practice prevailing in the
industry in which the Company carries on its Business.

 

107.

If any shareholding of any of the Promoters is held on a joint basis by such Promoter with
any other Person, it shall be deemed to constitute the Securities held by the relevant
Promoter for the purposes of these Articles.

 

108.

The restrictions on the Key Promoter as contained in Articles 99-109 are no greater than is
reasonable and necessary for the protection of the legitimate business interests of the
Investors but if any such restriction shall be held to be void but would be valid if deleted in
part or reduced in application, such restriction shall apply with such deletion or modification
as may be necessary to make it valid and enforceable.

 

109.

Each undertaking in Articles 99-109 constitutes an entirely separate and independent
undertaking and if one or more of the undertakings is held to be against the public interest
or unlawful or in any way an unreasonable restraint of trade, the remaining undertakings
shall continue to be binding and in full force and effect.

 

110.

If any breach or violation of the provisions of any of Articles 99-109 occurs, the Key
Promoter agrees that damages alone are likely not to be sufficient compensation and that
injunctive relief is reasonable and is likely to be essential to safeguard the interests of the
Investors and/or its Affiliates and that injunctive relief (in addition to any other remedies
afforded by a court of equity) may (subject to the discretion of the courts) be obtained. No
waiver of any breach or violation shall be implied from forbearance or failure by Investor to
take action.

 

111.

The Key Promoter further agrees that the Investment Amount of each Investor is an adequate
consideration for the non-compete and non-solicit obligations of the Key Promoter under
Articles 99 to 109.

 

GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION

 

112.

The provisions of these Articles as set out in Part-B shall be governed by, and construed in
accordance with, the laws of India.

Governing Law

 

113.

Any dispute arising out of or in connection with Part-B of these Articles, including any
question regarding its existence, validity or termination shall be referred to and finally
resolved by arbitration under the arbitration rules (“Rules”) of the Singapore International
Arbitration Centre (“SIAC”) in force at the time, which Rules are deemed to be incorporated
by reference into Articles 110 to 117.

Arbitration

 

 

114.

 

There shall be 3 (three) arbitrators, 1 (one) nominated by the claimant(s) in the notice for
arbitration, the second nominated by the respondent(s) within 30 (thirty) days of receipt of
the notice for arbitration, and the third arbitrator, who shall act as the presiding arbitrator,

 

Arbitral Tribunal

 

436

 
