52.

53.

54.

55.

56.

57.

58.

59.

to identify a suitable purchaser to purchase the Investor Shares from the Investors at the Exit Option
Price or such price higher than the Exit Option Price, in accordance with the RBI pricing guidelines and
Applicable Law, at the sole option of the Investors and the Company and the Sponsors shall provide the
Investors and such Third Party purchaser identified by the Investors with all such assistance and
cooperation as may be required to ensure completion of the Transfer of the Investor Shares to such Third
Party purchaser.

All expenses with respect to the determination of the FMV Price shall be borne by the Company.

In case of a sale to a Third Party pursuant to Articles 50 and 51, the Sponsors and the Company will
provide all reasonable assistance as may be required to transfer the Investor Shares to such Third Party,
provided further that the Investors shall only be required to provide representations to such Third Party
regarding the title of the Investor Shares.

The Sponsors shall extend full support and co-operation to the Investors and shall take all necessary steps
to assist the Investors in consummating the transaction pursuant to the exercise of the Exit Option (s) by
the Investors. The Sponsors and the Company shall be required to complete the transactions pursuant to
the exercise of the Exit Option (s) no later than 66 months from the Closing Date.

Each Party shall bear its own expenses in connection with the Exit Option (s), provided however that any
taxes (save and except the Investor’s income tax liability), duties, charges including stamp duty that are
payable in connection with the Exit Option shall, subject to Applicable Law, be to the account of the
Company.

The Sponsors and the Company shall reasonably co-operate with the Investors for procuring and
maintaining all Governmental Approvals as may be required by the Investors for effectuating any
Transfer of Investor Shares to any Person pursuant to Articles 50 and 51.

Notwithstanding anything contained in these Articles, it is clarified that in the event of any conflict
between the Exit Option Price for the Exit Option initiated by either Investor, the Exit Option Price shall
be the higher of the (A) FMV Price and (B) the price which would result in an IRR of 18% (eighteen per
cent) on the Aggregate Subscription Amount, calculated from the respective Investment Dates till the
date of the Exit Trigger Date.

Notwithstanding anything contained hereinabove and without prejudice to the provision stated in Article
57, the Sponsors and the Company may, with the written consent of each of the Investors, proceed to
initiate a Qualified IPO or an Other IPO even after the expiry of the period of 54 months referred to in
Article 50 with a view to providing an exit to the Investors.

Notwithstanding anything contained herein above, in the event: (a) the Company and/or the Sponsors are
unable to complete the transactions pursuant to the exercise of the Exit Options by the Investors, within
a period of 66 months from the Closing Date; or (b) the Additional Put Trigger Event (as defined in the
Amended and Restated Put Option Agreement) occurs at any time during the Additional Put Trigger
Period (as defined in the Amended and Restated Put Option Agreement), IFC shall be entitled to exercise
the put option with respect to IFC Initial Shares in accordance with the terms of the Amended and
Restated Put Option Agreement. The Sponsors, SM and the Company shall extend full support and co-
operation to IFC and shall take all necessary steps to assist IFC in exercising the put option with respect
to all IFC Initial Shares under the Amended and Restated Put Option Agreement.

Term and Termination

60.

Save as aforesaid, it is expressly clarified that upon a Listing, all the Articles contained herein
corresponding to the relevant provisions of the Shareholders Agreement, shall stand terminated except
for the Articles as set forth below:

a) subject to Applicable Law and as long as the Investor concerned continues holding at least 30%
of its Investor Shares reckoned as Shares on a Fully Diluted Basis, Article 75 (Investor Director)
and Article 80 (Removal / Replacement / Resignation of Investor Directors) shall survive and
continue to be in full force or effect in relation to such Investor; and

420
