DEED OF ADHERENCE

This Deed is made on [ ] between:

(1) [ ] (the Company);
(2) [ ] of [ ] (the New Shareholder);
(3) [ ] (the Original Shareholder[s]); [and
(4) [ ] (the Continuing Shareholder)].
WHEREAS:
(A) The Origina !harehoder[s]" the #om$an% [and the #ontin&ing !harehoder] are $arties
to a !harehoders Agreement dated [ ] (the 'Agreement).
(() The )ew !harehoder $ro$oses to $&r*hase [ ] +,&it% !hares of -&$ees . (-&$ees
....) ea*h in the *a$ita of ...... /ri0ate 1imited (the 'Company2) from the
Origina !harehoder in terms of a [share $&r*hase agreement] dated on or abo&t [ ]
e3e*&ted between them. [The )ew !harehoder is an Affiiate of the Origina
!harehoder.]
(#) This Deed is made b% the )ew !harehoder in *om$ian*e with the Agreement.
#a$itaised terms &sed b&t not defined in this Deed wi ha0e the res$e*ti0e meanings
gi0en to them in the Agreement.
!H"S DEED W"!NESSES AS FO##OWS $
1. The )ew !harehoder *onfirms that it has been s&$$ied with a *o$% of the Agreement
and has f&% &nderstood the terms thereof.
2. The )ew !harehoder agrees to hod the +,&it% !hares referred to in re*ita ( abo0e
s&b4e*t to the Agreement and the Arti*es of Asso*iation of the #om$an%.
3. The )ew !harehoder &nderta5es to the #ontin&ing !harehoders and the #om$an% to be
bo&nd b% the Agreement in a res$e*ts as if the )ew !harehoder was a $art% to the
Agreement and named in it as a !harehoder and to obser0e and $erform a the
$ro0isions and obigations of the Agreement a$$i*abe to or binding on it &nder the
Agreement in so far as the% fa to be obser0ed or $erformed on or after the date of this
deed.
4. The #ontin&ing !harehoders &nderta5e to the )ew !harehoder to obser0e and $erform
a the $ro0isions and obigations of the Agreement a$$i*abe to or binding on them
&nder the Agreement and a*5nowedges that the )ew !harehoder sha be entited to the
rights and benefits of the Agreement in a**ordan*e with the terms of the Agreement.
6. This Deed is made for the benefit of (a) the $arties to the Agreement" and (b) e0er% other
$erson who after the date of the Agreement (and whether before or after the e3e*&tion of
this deed) ass&mes an% rights or obigations &nder the Agreement or adheres to it.
7. The address and fa*simie n&mber of the )ew !harehoder for the $&r$oses of this
Agreement is as foows:
[ ]
8. This Deed ma% be e3e*&ted in an% n&mber of *o&nter$arts" a of whi*h ta5en together
sha *onstit&te one and the same deed and an% $art% ma% enter into this deed b%
e3e*&ting a *o&nter$art.
9. This Deed is go0erned b% and sha be *onstr&ed in a**ordan*e with the aws of :ndia.
:n witness of whi*h this deed has been e3e*&ted and has been dei0ered on the date whi*h
a$$ears first on $age 1
!igned and dei0ered b% [;]
!igned and dei0ered b% [;]
!igned and dei0ered b% [;]
!igned and dei0ered b% [;]
SHAREHO#DERS A%REE&EN!
DA!ED '''''''''''''''( )*++
,- AND ,E!WEEN
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AND
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AND
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