SHAREHOLDERS AGREEMENT

AMONGST

____________________ Private Limited, the Company

AND

Promoters of _________________ Private Limited as covered in Part A of schedule I

AND

Existing Equity Investors as covered in Part B of schedule 1

AND
New Investors as covered in Part C of schedule 1
This SHAREHOLDERS AGREEMENT (“Agreement”) is executed on this _Day__ __Date__, 2022 (the
“Effective Date”)By And Amongst;

(1) THE PERSONS WHOSE NAMES ARE SET OUT IN PART A OF SCHEDULE 1 (hereinafter
referred to as the “Promoters”, which expression shall, unless it be repugnant to the context
or meaning thereof, be deemed to mean and include their respective heirs, successors,
executors, administrators, legal representatives and permitted assigns);

AND

(2) THE PERSONS WHOSE NAMES ARE SET OUT IN PART B OF SCHEDULE 1 (hereinafter referred
to as the“Existing Equity Investors”, which expression shall, unless it be repugnant to the
context or meaning thereof, be deemed to mean and include their respective heirs,
successors, executors, administrators, legal representatives and permitted assigns);

AND

(3) THE PERSONS WHOSE NAMES ARE SET OUT IN PART COF SCHEDULE 1 (hereinafter referred
to as the “New Investors”, which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include their respective heirs, successors,
executors, administrators, legal representatives and permitted assigns);

AND

(4) _____________________ PRIVATE LIMITED, a private company limited by shares

incorporated under the Companies Act, 2013 and having its registered office at
___________________________________ (hereinafter referred to as the “Company”,
which expression shall unless it be repugnant to the context or meaning thereof, be deemed
to mean and include its successors and permitted assigns).

The company, the promoters, the existing equity Investors and new investors are collectively
referred to as the “Parties” and individually as the “Party”.

WHEREAS:

(A) The New Investors and the Company have entered into a Shareholders’ Agreement (the
“Shareholders’ Agreement”) pursuant to which the New Investors has agreed to acquire the
Investor Shares (as hereinafter defined) issued by the Company in accordance with the
terms and conditions mentioned therein; and

(B) The Parties are now desirous to enter into this Agreement to provide for certain matters
relating to the rights and obligations of the company, the promoters, the existing equity
Investors and new investors, including those relating to the management and operations of
the Company.

NOW THEREFORE, in consideration of the premises, the mutual covenants, terms and conditions and
understandings set forth herein, the sufficiency and adequacy of which is hereby acknowledged, the
Parties with the intent to be legally bound hereby covenant and agree as follows:

1
1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following terms, to the extent not inconsistent with the context
thereof or otherwise defined herein, shall have the following meanings assigned to them
herein below:

1.1.1 “Act” shall mean the (Indian) Companies Act, 2013 for the time being in force
and any subsequent amendment thereto or any other succeeding enactment
thereof;

1.1.2 “Affiliate” of a Party means (i) in the case of any Party other than a natural person,
any other Person that, either directly or indirectly through one or more intermediate
Persons, Controls, is Controlled by or is under common Control with such Party; (ii)
in the case of any Party that is a natural person, any other Person who is a Relative
of such Party;

1.1.3 “Agreement” means this ‘Shareholders Agreement’ along with the Appendices,
Schedules and Annexures attached hereto, as amended from time to time;

1.1.4 “Applicable Laws” means all applicable:

1.1.4.1 statutes, enactments, acts of legislature or parliament, laws, ordinances,

rules, bye-laws, regulations, listing agreements, notifications, guidelines or
policies of any applicable country and/or jurisdiction (including the
countries and jurisdictions in which the company and/or its subsidiaries are
incorporated and/or carry on any business or activities), including but not
limited to any guidelines, circulars, notifications issued by a Governmental
Authority;

1.1.4.2 administrative interpretation, writ, injunction, directions, directives,

judgment, arbitral award, decree, orders or governmental approvals of, or
agreements with, any Governmental Authority; and

1.1.4.3 international treaties, conventions and protocols, asmay be in force from

time to time;

1.1.5 “Approvals” means permission, approval, consent, license, order, authorization,

registration or filing with or notification, exemption or ruling to or from any
Governmental Authority required under any statute or regulation, if any, for the
completion of the transactions contemplated under this Agreement;

1.1.6 “Board” means the board of directors of the Company and its subsidiaries;

1.1.7 “Board Meeting” means the meeting of the Board;

1.1.8 “Business” shall mean the business of the Company as described in Recital(1) as
amended from time to time;

1.1.9 “Business Day” shall mean a day other than Sunday or a public holiday in India;

1.1.10 “Charter Documents” means collectively, the memorandum of association and the
articles of association of the Company, as amended from time to time;

2
 1.1.11 “Competitor” means any Person engaged either directly or indirectly in the
Competing Business;

1.1.12 “Competing Business” means any business which is identical to or similar to the
Business (or any part thereof) of the Company;

1.1.13 “Completion Date” mean the date of which Completion takes place;

1.1.14 “Completion” shall mean issue and allotment of Subscription Shares of the
Company (on a Fully-Diluted Basis), to the New Investors free from all
Encumbrances, along with all rights attached to the CCPS (as applicable).

1.1.15 “CCPS” shall mean Compulsory Convertible Preference shares having face value of
Rs. 10 each, issued by the Company.

1.1.16 “Control” including, with its correlative meanings, the terms “Controlled by” and
“under common Control”, means possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of any entity, whether
through (i) the ownership of more than 50% (fifty percent) of the voting securities of
such entity, (ii) the right to appoint at least 50% (fifty percent) of the members of
the Board of such entity, or (iii) by contract, or otherwise;

1.1.17 “Director(s)” means the director(s) of the Company;

1.1.18 “Effective Date” means the date of execution of this Agreement by all the Parties;

1.1.19 “Encumbrances” means (i) any mortgage, charge (whether fixed or floating), pledge,
lien, hypothecation, assignment, deed of trust, title retention, Security Interest or
other encumbrance of any kind securing, or conferring any priority of payment in
respect of, any obligation of any Person, including any right granted by a transaction
which, in legal terms, is not the granting of security but which has an economic or
financial effect similar to the granting of security under applicable law, (ii) any voting
trust agreement, interest, option, right of first offer, refusal or transfer restriction in
favour of any Person, and / or (iii) any adverse claim as to title, possession or use;

1.1.20 “Equity Securities” means the Equity Shares and / or any options (excluding
employee stock options), warrants, preference shares, or other securities that are
convertible into, or exercisable or exchangeable for, such Equity Shares but does not
include a loan that can be converted into Equity Shares upon the occurrence of a
default under the terms of such loan arrangements;

1.1.21 “Equity Shares” means the equity shares of the Company having a face value of INR
10 (Rupees Ten) each;

1.1.22 “Financial Investor” means a private equity investor or a venture capital fund
investor or any other investor(s) who is normally engaged in the business of
investing for purely financial returns;

1.1.23 “Financial Year” means the Company’s fiscal year beginning on 1 stApril of each
calendar year and ending on 31 stMarch of the immediately succeeding calendar
year;

3
 1.1.24 “Fully Diluted Basis” means that the calculation is to be made assuming that all
outstanding Equity Securities and stock options (if any) which are convertible into
Equity Shares (whether or not by their terms then currently convertible, exercisable
or exchangeable), have been so converted, exercised or exchanged but does not
include a loan that can be converted into Equity Shares upon the occurrence of a
default under the terms of such loan arrangements;

1.1.25 “Governmental Authority” means any governmental or statutory authority,

government department, agency, commission, board, tribunal or court or other
entity authorized to make laws, rules or regulations or pass directions having or
purporting to have jurisdiction or any state or other subdivision thereof or any
municipality, district or other subdivision thereof having jurisdiction pursuant to the
Applicable Laws;

1.1.26 “Intellectual Property” means all copyrights, patents, trademarks, logos, registered
designs, inventions, database rights, know-how, trade secrets, and any similar rights
(in each case whether registered or unregistered and including applications for the
grant of any of the foregoing);

1.1.27 “Investor Shares” means the Equity Shares held by the New Investors at such point
in time;

1.1.28 “PAT” means the audited profit after tax in respect of a Financial Year, calculated in
accordance with Indian GAAP, certified by the Statutory Auditor;

1.1.29 “Person” means any individual, sole proprietorship, association

(includingunincorporated association), unincorporated organization or joint venture,
body corporate, corporation (including any non-profit corporation), company
(including any limited liability company, joint stock company or joint
venture),general partnership, limited partnership, limited liability partnership,
estate, trust, firm, Governmental Authority or any other enterprise or other entity
(whether or not having separate legal personality);

1.1.30 “Related Party(ies)” has the meaning ascribed to such term under Section 2(76) of
the Act;

1.1.31 “Relative” in relation to a natural person means any other individual who is related
to such person in any of the ways set forth in Section 2(77) of the Act;

1.1.32 “Representative(s)” means and includes in relation to each Party their directors,
officers, managers, partners, members, employees, legal, financial and professional
advisors and bankers;

1.1.33 “Rupees” or “INR” means the currency of India;

1.1.34 “Security Interest” means and includes an interest in an asset which provides
security for, or protects against default by, a person for the payment or satisfaction
of a debt, obligation or liability including but not limited to an Encumbrance;

1.1.35 “Share Capital” means the issued and paid up equity share capital of the Company;

4
 1.1.36 “Shareholder(s)”means any Person who holds Equity Shares and in whose name
Equity Shares are registered in the Company’s register of members or the register of
index of beneficial owner maintained by a depository;

1.1.37 “Statutory Auditor” means the statutory auditor of the Company;

1.1.38 “Transaction Documents” means this Agreement, the Shareholders’ Agreement,

Term sheet and such other documents as may be required and specifically identified
by the Parties for the consummation of the transactions contemplated by the
Parties; and

1.1.39 “Transfer” means and includes any direct or indirect sale, assignment, lease,
transfer, pledge, gift, Encumbrance or other disposition of or the subjecting to an
Encumbrance of, any property, asset, right or privilege or any interest therein or
thereto.

1.2 Interpretation

1.2.1 In addition to the above terms, certain terms may be defined in the recitals or
elsewhere in this Agreement and wherever, such terms are used in this Agreement
and they shall have the meaning so assigned to them.

1.2.2 The terms referred to in this Agreement shall, unless defined otherwise or
inconsistent with the context or meaning thereof, bear the meaning ascribed to
them under the relevant statute/legislation.

1.2.3 All references in this Agreement to statutory provisions shall be construed as

meaning and including references to:

1.2.3.1 Any statutory modification, consolidation or re-enactment made

after the Effective Date and for the time being in force;

1.2.3.2 All statutory instruments or orders made pursuant to a statutory

provision; and

1.2.3.3 Any statutory provisions of which these statutory provisions are a

consolidation, re-enactment or modification.

1.2.4 Any reference to a document in agreed form is to a document in a form agreed

between the Promoters, the Other Shareholders and the New Investors initialled for
the purpose of identification by or on behalf of each of them (in each case with such
amendments as may be agreed by or on their behalf).

1.2.5 A reference to a Party being liable to another party, or to liability, includes, but is not
limited to, any liability in equity, contract or tort (including negligence).

1.2.6 References to the knowledge, information, belief or awareness of any Person shall
be deemed to include the knowledge, information, belief or awareness such Person
would have if such Person had made due and careful enquiry.

1.2.7 Words denoting the singular shall include the plural and words denoting any gender
shall include all genders.

5
 1.2.8 Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are
for information only and shall not form part of the operative provisions of this
Agreement or the annexures hereto and shall be ignored in construing the same.

1.2.9 References to recitals, clauses, schedules or exhibits are, unless the context
otherwise requires, references to recitals, clauses, schedules and exhibits to this
Agreement.

1.2.10 Reference to days, months and years are to calendar days, calendar months and
calendar years, respectively, unless defined otherwise or inconsistent with the
context or meaning thereof.

1.2.11 Unless otherwise specified, time periods within or following which any payment is to
be made or act is to be done shall be calculated by excluding the day on which the
period commences and including the day on which the period ends and by extending
the period to the next Business Day if the last day of such period is not a Business
Day; and whenever any payment is to be made or action to be taken under this
Agreement is required to be made or taken on a day other than a Business Day, such
payment shall be made or action taken on the next Business Day.

1.2.12 Anyreference to “writing” shall include printing, e-mails, typing, lithography and
other means of reproducing words in visible form.

2 TERM OF THIS AGREEMENT, USE OF PROCEEDS AND CAPITAL STRUCTURE

2.1 Term of the Agreement

This Agreement shall be effective from Completion and shall, unless terminated in
accordance with the terms of this Agreement, continue to be valid and in full force and
effect (the “Term of the Agreement”).Provided however that Clause 15 (Confidentiality),
Clause 17 (Governing Law, Dispute Resolution and Jurisdiction), Clause 19 (Notices) and
Clause 20 (Miscellaneous) shall be effective from the Effective Date.

2.2 Use of Proceeds

The Parties hereby agree that the Subscription Consideration shall be majorly utilized by the
Company only for the following purposes: (a) Technology Development (b) Market
expansion (c) Brand expansion (d) Operational expenses.

Capital Structure

At the Completion Date, pursuant to the provisions of the Transaction Documents, the Share
Capital of the Company, calculated on a Fully Diluted Basis, shall be as set out in Schedule 2
hereto.

3 REPRESENTATIONS AND WARRANTIES OF THE PARTIES

3.1 Each Party represents and warrants to the other Parties that:

3.1.1 it is competent to enter into this Agreement and bind itself hereunder;

3.1.2 neither the execution and delivery of this Agreement nor the consummation of
transactions contemplated hereby nor compliance with any of the provisions herein

6
 will: (a) conflict with or result in any breach of any provision of its incorporation
documents; (b) result in a default (or give rise to any right of termination,
cancellation or acceleration or require any consent of any third party) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture, license
agreement, lease or other instrument or obligation to a Party or any of its properties
or assets, as it may be bound; and (c) assuming compliance with matters set forth
herein, violate any Applicable Laws to which it is bound;

3.1.3 this Agreement and other Transaction Documents, constitute or will constitute
following the execution and delivery thereof, valid and legally binding obligations of
the Party, enforceable against it in accordance with their respective terms, subject
to enforcement of remedies to applicable bankruptcy, insolvency, reorganization
and other laws affecting generally the enforcement of the rights of creditors and
subject to a court’s discretionary authority with respect to the granting of a decree
ordering specific performance or other equitable remedies; and

3.1.4 it has all necessary Approvals in connection with the entry into and performance of
its obligations under this Agreement.

3.2 This Agreement supersedes all previous arrangements between the Parties. The validity,
effectiveness and the enforceability of the Share Subscription and Shareholders Agreement
with the existing equity investors shall not be affected by this Agreement provided that in
the event there is any conflict or inconsistency between the terms of this Agreement and
the Shareholders Agreement with the existing equity investors which adversely affects the
rights of the New Investors hereunder, to such extent this Agreement shall supersede such
Shareholders Agreement with the existing investor.

4 CORPORATE GOVERNANCE

4.1 Authority of the Board

Subject to the provisions of this Agreement and Applicable Laws, the Board shall be solely
responsible for the supervision, direction and control of the Company.

4.2 Board of Directors

4.2.1 The total strength of the Board shall be a maximum of 12 (twelve) Directors and can
be increased as per the procedure set under the Companies Act, 2013.

4.2.2 M/s Shuru Advisory LLP, (“Shuru”) shall also be entitled to nominate One(1)
observers (“Observers”) on behalf of the New Investors, who shall be entitled to
attend all the Board Meetings. Provided, however, the Observers shall not be
entitled to vote at any such Board Meeting. The Term “Board meeting” or
“meetingof the Board” shall henceforth also mean any meetings of the Committees
thereof.

4.2.3 The Promoters shall be entitled to appoint their Relatives as Directors and / or the
key employees of the Company as whole-time Directors from time to time, in
accordance with Applicable Law including removal or change of any such Directors
(“Promoter Directors”).The appointment of persons other than the Relatives of the
Promoters as Directors and / or the key employees of the Company as Directors shall
be subject to unanimous consent of the Promoters and the Observers.

7
 4.2.4 Provided, further, it is clarified that the Observers appointed by the Shuru on behalf
of New Investorsshall not be a Person whois a director or an employee or has any
kind of business, professional or commercial relationship or arrangement with a
Competitor or the holding company / subsidiary of such Competitor, in any
manner.Further the Observers shall not be a person or a Relative of any Person, who
Controls any Competitor or holds shares in excess of 2% (two percent) of paid up
capital of a Competitor or the holding company/subsidiary of such Competitor.
Notwithstanding anything contained in this Clause, the Observers may buy, sell or
hold up to 2% (twopercentage) of paid up capital of a listed company that may be a
Competitor and / or the holding company or subsidiary of such Competitor.

4.2.5 The Parties agree that any Directorappointed by the Company shall not be or have
been declared as a “wilful defaulter” by any Governmental Authority, at any point in
time, except for the existing 2(Two) Directors on the Board as on the Effective Date
(if not prohibited by Applicable Laws). During the term of this Agreement, in case
any Director, other than the existing 2(Two) Directors (if not prohibited by
Applicable Laws), after being appointed to the Board is declared as a ‘wilful
defaulter’ by any Governmental Authority, then the Board, shall be under obligation
to ensure that such Directors immediately resign from the Board and carries out all
other actions as may be required under Applicable Laws for such resignation.

4.3 Chairman of the Board

The chairman of any Board Meeting and Shareholder Meeting (as the case may be) shall
necessarily be a Promoter Director. Provided, further, the chairman of such Board Meeting
shall not have a second or casting vote in the event of an equality of votes at the CCPS
Shareholder Meeting.

4.4 Day to Day Management

The Promoters and / or the Promoter Directors shall solely be responsible for the day to day
management of the Company. The Promoters shall solely be entitled to appoint a Managing
Director and the Joint Managing Director.

4.5 Board Meeting

4.10.1 Save as provided otherwise in the Act and this Agreement, the Board shall meet at
least once in every 120 (one hundred and twenty) days and there shall be at least 4
(four) Board Meetings in any calendar year. The Board Meeting shall be held at the
registered office of the Company, or such other location as may be determined by
the Board.

4.10.2 The date, time and place of the Board meeting shall be decided by the Board in
consultation with the Observers.

4.10.3 To the extent permissible by Applicable Laws, the Company hereby agrees to
reimburse the Observer(s), the domestic commercial air travel, lodging, local
transportation and other reasonable incidental expenses incurred by the Observer(s)
for attending physical meeting(s) of the Board and Committees thereof upon the
Observer(s) submitting the actual bills with a capping limit of Rs. __________
overall. If the Observer(s) incur expenses exceeding the aforesaid capping limit, they
will not be reimbursed by the Company for the differential. In the event as

8
 mentioned in Clause 4.8 below, if the Observer(s) attend the aforesaid meeting(s) of
the Board and Committees either telephonically or virtually or via other electronic
means, they shall not be reimbursed.

4.6 Notice

Subject to Applicable Laws, a Board Meeting may be called by any Director by giving at least
7 (seven) days’ notice in writing to all the other Directors and Observer(s) specifying the
date, time and agenda for such Board Meeting. Such Board Meeting could be held at shorter
notice with the unanimous consent of all the Directors and Observer(s). The Company shall
ensure that all relevant information in support of an agenda item is included with such
notice to the Directors.

4.7 Telephonic or Video Participation

Subject to the provisions of the Act, any of the Director(s) and Observer(s) may participate in
Board Meeting(s) by telephonic or video conferencing or other electronic means. In such
cases, the attendance of Observer(s) shall be taken by the Chairman or any other person, in
a manner similar to that of Directors as per the Companies Act 2013.

4.8 Resolution by Circulation

Every approval of resolution by circulation shall be done through E-mail or any other
electronic mode (Except otherwise agreed by the Observers). In such cases of Resolution by
Circulation, the Observers shall be marked in every electronic communication between the
Directors of the Company regarding the deliberation/approval/rejection of such resolution.
No resolution shall be deemed to have been duly passed by the Board or a Committee
thereof by circulation, unless the resolution has been circulated in the manner provided in
this Clause.

4.9 Business Plan

The management of the Company, if required, shall prepare an annual business plan
(“Business Plan”) and a Board Meeting shall be convened to consider such Business Plan for
the approval of the Board.

5 SHAREHOLDERS MEETINGS

5.1 In matters reserved as per Clause 6 of this agreement, the Company shall hold a meeting of
the Compulsory convertible preference shareholders (“CCPS shareholders”)and such
meeting shall be called “CCPS Shareholder Meetings”. All CCPS Shareholder Meetings shall
be held in accordance with the Charter Documents, this Agreement and Applicable Law.No
CCPS Shareholder Meeting shall be held unless at least 21 (twenty one) days' written notice,
or a shorter written notice in accordance with the Act, of that meeting has been given to
each CCPS Shareholder as per the provisions of the Act accompanied by the agenda setting
out the particular business proposed to be transacted at such CCPS Shareholder Meeting. In
the CCPS Shareholder Meetings, only such agenda will be placed as is specified in the notice
or shorter notice to the Shareholders. No business shall be transacted at any such Meeting
duly convened and held other than that specified in the notice without prior written
unanimous consent of the CCPS Shareholders.

9
5.2 Each Shareholder may attend either in person or by proxy each and every CCPS Shareholder
Meeting duly convened in accordance with the provisions of the Memorandum and Articles.
At every Shareholder Meeting, each Shareholder present in person or by proxy shall be
entitled to cast 1 (one) vote for every Share which it owns. Multiple CCPS shareholders can
appoint same proxy at a time.

5.3 Observers shall also attend all CCPS shareholders Meetings. CCPS shareholders, if they wish
to do so, can appoint any of the Observers as their Proxy for the Meetings.

6 RESERVED MATTERS

6.1 The Parties agree that all matters listed in Schedule 3 Part A (SSPA Shareholders reserved
matter)shall necessarily be referred to the Shareholders for their approval at the CCPS
shareholders meeting and such matters cannot be approved without the consent of CCPS
shareholders holding majority of the voting rights.

6.2 The Parties agree that all matters listed in Schedule 3 Part B (Observers reserved
matter)shall necessarily be approved by Board Observers through written consent in
addition to the Board of Director /equity shareholders of the Company.

6.3 No actions or decisions thereof shall be taken by the Board, Shareholders, officers or
employees without the affirmative vote of the CCPS shareholders in their meeting as
aforesaid or written consent of the Board Observers as referred above have been obtained.

6.4 For avoidance of doubt, it is clarified that, in respect of Reserved Matter(s), if the Observers
abstains from providing consent for on the matter any or fails to provide his consent within
15 (fifteen) days of receipt of the request from the Company/Board seeking such consent
from the Observer, then it shall be a deemed denial from the Observer in respect of such
Reserved Matter(s).

7 MINUTES OF THE MEETING

7.1.1 Draft Minutes of Every Board and CCPS Shareholders meeting shall be circulated to the
Observers alongwith the Directors for their approval. Observers shall have the right to
suggest changes in the Minutes of the meeting if all the discussions and deliberations are not
duly recorded in the Minutes. Such recommendations of the Observers shall be incorporated
in the Minutes.

7.1.2 The Minutes of the meetings finalised after the recommendations of all the Directors and
Observers shall also be circulated to the Observers alongwith the Directors in accordance
with the applicable laws.

8 RESTRICTIONS ON TRANSFER

8.1 The Promoters shall not, directly or indirectly, Transfer or Encumber any of the Securities
held by them, in any manner whatsoever, or enter into any agreement or arrangement to
Transfer or Encumber the Securities held by them, in any manner whatsoever, without the
prior written consent of the Investor. Provided, however, that nothing contained in this
Clause 7 shall apply to: (i) Transfer of Equity Securities held by any of Promoters to any other
Promoter or any of thePromoter’s Relatives provided that suchPromoter’s Relatives execute

10
 a Deed of Adherence in accordance with Schedule- 4_, or (ii) an Encumbrance over any of
their Equity Shares as security in relation to any loan availed,from any banks, financial
institutions (as defined in the Act) and / or NBFCs (as the case may be),by the Company in
the ordinary course of business. In the event the Promoters are permitted to Transfer the
Equity Shares held by them to any Person after obtaining the prior written consent of the
Investor, such Transfer shall be subject to Clause 9 of this Agreement.

8.2 Any Transfer, or any Encumbrance created in breach of the provisions of Clause 8.1 above,
shall be null and void, and shall not be binding on the Company, and any third party
transferee or the Person in whose favour the Encumbrance is created, shall not have any
rights to the Equity Securities, or any other rights under this Agreement, or under the
Restated Charter Documents, in relation to such Equity Securities.

8.3 The Investor and / or its Affiliates shall be entitled to Transfer whole or part of the Investor
Securities to any Person, other than a Competitor or an Affiliate of a Competitor, without
any restriction whatsoever.

8.4 Any Transfer, in breach of the provisions of this Agreement, shall be null and void, and shall
not be binding on the Company, and any such Transferee shall not have any rights to the
Securities or any other rights under this Agreement or under the Charter Documents, in
relation to such Securities or rights.

8.5 Prudent, due or reasonable care should be exercised by Parties while making transfer of any
of the Securities held by such Parties to any other Person.

9 ANTI-DILUTION RIGHT

9.1 Without prejudice to the rights of the New Investors under Clause 6(Reserved Matters) and if
the Company proposes to issue any CCPS at a price per Security which is less than the price
paid by the Investor (“Dilution Price”), then the Company shall undertake all such steps as are
required by the Investor so as to ensure that the effective price paid by the New Investor for
the CCPS Securities is equivalent to the Dilution Price.

9.2 In the event that the Company issues additional securities at a purchase price less than the
current CCPS conversion price, such conversion price shall be adjusted in accordance with the
following formula (broad based weighted average basis):

CP2 = CP1 * (A+B) / (A+C)

CP2 = CCPS Conversion Price in effect immediately after new issue

CP1 = CCPS Conversion Price in effect immediately prior to new issue

A = Number of Equity Shares deemed to be in issue prior to the new issue (includes all
Equity Shares, all CCPS on an as-converted basis, and all outstanding options on an as-
exercised basis; and does not include any convertible securities converting into this
round of financing)

B = Aggregate consideration received by the Company with respect to the new issue
divided by CP1

11
 C = Number of shares issued in the subject transaction

9.3 The provisions of Clause 9 shall not apply to:

9.3.1 the issue of securities as a BONUS on the CCPS;

9.3.2 securities issued upon the conversion of any debenture, warrant, option, or other
convertible security, when such issue of convertible securities are already approved by New
Investors;

9.3.3 shares issuable upon a share split, dividend, or any subdivision of shares in the Company;

9.3.4 Equity Shares (or options to purchase Equity Shares) issued or issuable to employees or
directors of, or consultants to, the Company pursuant to the ESOP or any other plan
approved by the Company’s Board of Directors;

9.3.5 Equity Shares issued pursuant to the conversion of any of the CCPS;

9.3.6 shares issued for Nil consideration under any pro rata bonus issue, consolidation or
subdivision of any shares or any reduction or cancellation of share capital (or any similar
reorganization of the capital of the Company) which affects all shareholders equally; or

9.3.7 shares issued as consideration pursuant to any acquisition undertaken by the Company,
provided such transaction is approved by the New Investors.

10 COVENANTS OF THE COMPANY AND THE PROMOTERS

10.1 The Company and the Promoters hereby, jointly and severally, undertake and covenant to the
Investor as follows:

10.1.1 Prepare its accounts in accordance with applicable laws and applicable accounting
standards.

10.1.2 The Company shall allow the New Investors, the right during normal business hours of the
Company, to inspect books and accounting records of the Company, to make extracts and
copies therefrom, and to have full access to all of the premises of the Company for such
purpose.

10.1.3 The Company shall provide to the New Investors and the Observers, the following
information and reports:

10.1.3.1 Unaudited quarterly financial statements (in the format as agreed between the Board
and the Observers) within 30 (thirty) days of the end of the relevant financial quarter

10.1.3.2 annual audited financial statements within 180 (one eighty) days of the end of the
relevant Financial Year, which shall have been audited by the Statutory Auditor of the
Company;

10.1.4 Subject to Clause 6(Reserved Matters), appoint reputable accounting firm which is
acceptable to the Observers as the statutory auditors of the Company.

10.1.5 Act in good faith and shall pay all the Taxes and any other amount payable (whether by way
of Tax or otherwise) by the Company as determined by the governmental authorities.

12
10.1.6 Take necessary steps to ensure that the Business will be conducted in compliance with the
applicable laws, and obtain and keep valid and in force, and undertake all such actions that
are necessary to keep valid and in force, all Consents as may be required under applicable
laws to lawfully carry on its Business.

10.1.7 Operate and conduct the Business of the Company in accordance with the Business Plan.

10.1.8 Maintain adequate insurance cover in respect of its assets and to protect against liabilities
for such amount and in such manner as may be determined by the Board or under
applicable law.

10.1.9 Enter into any transaction between the Company on the one hand and any Related Party on
the other, in accordance with the provisions of Clause 6 (Reserved Matters) and in
accordance with the Act.

10.1.10 Not, except with New Investor’s consent, provide any person with any rights, benefits or
privileges in relation to the Company more favorable than those provided to the New
Investors under this Agreement.

10.1.11 Not, and shall not authorize or permit any of the Affiliates of the Company and/or the
Promoter or any person acting on behalf of the Company and/or the Promoter to engage in,
with respect to the Company and/or the Promoter, their respective businesses or any
transaction contemplated by the Transaction Documents, in any fraudulent of corrupt
practice.

10.1.12 Undertake its activities in compliance with applicable anti-bribery or anti-corruption Law in
India.

10.1.13 If the Company or Promoter becomes aware of any violation, except for a violation of a local
law and/or a mere non-compliance incurred during normal course of business including but
not limited to Taxation laws, RoC matters under Corporate law, Labour Laws, etc., they shall
promptly and in any event within 30 (thirty) days from the date of becoming aware of such
violation, notify the New Investors in writing, and the Company and the Promoter shall
cooperate in good faith with the New Investors and their representatives in determining
whether such a violation has occurred, and shall respond promptly and in reasonable detail
to any notice from the New Investor, and shall furnish documentary support for such
response upon the New Investors’ request.

Investor Obligations

The Promoters and the Company hereby agree and undertake that there shall be no
obligation whatsoever on the New Investorsand / or its Affiliates (a) to provide any debt or
other form of financial assistance to the Company or(b)to provide any guarantees in relation
to any debt or financial assistance to be obtained by the Company, from any bank, financial
institution or any other Person by virtue of entering into this Agreement.

10.2 Corporate Opportunities:

10.2.1 Each of the Promoters hereby agree and undertake that each of them shall refer all
corporate or business opportunities that arise in relation to the Business to the
Company.

13
 10.2.2 Each of the Promoters undertake that they shall and they shall ensure that the
efforts of the Other Shareholders in the Business will only be on behalf of and for
the Company.

11 NON-COMPETE AND NON-SOLICITATION

11.1 The Company shall be the exclusive vehicle through which the Promotersand Promoters
Relatives (as per the term ‘relative’ defined under the Act as at the Effective Date)shall
pursue the Business as may be conducted as of the Completion Date. Further, the Promoters
and Promoters Relatives (as per the term ‘relative’ defined under the Act as at the Effective
Date)shall not, directly, indirectly or beneficially, as a principal, proprietor, partner, engage
in,or conduct or involve in or acquire or have ownership interest (as a shareholder, partner
or otherwise) in any equity capital, or participates in the financing, operation, management
or control of any firm, partnership, corporation, or other entity that engages in a Competing
Business, except as permitted under this Clause 6. Provided, however, any Other
Shareholder or Promoter Relative (as per the term ‘relative’ defined under the Act as at the
Effective Date) may take up employmentin a company which undertakesa Competing
Business as long as such employment does not involve any direct or indirect control or
shareholding in such entity by the Other Shareholder or Promoters Relative (as per the term
‘relative’ defined under the Act as at the Effective Date), as the case may be. Provided
further that nothing in this Clause shall prohibit the Promoters, Other Shareholders and
Promoters Relatives(as per the term ‘relative’ defined under the Act as at the Effective Date)
from investing in shares of publicly listed companies (either directly or indirectly) which
undertakesa Competing Business, as long as such investment or extent of shareholding in
such publicly listed company does not exceed 2% (two percent) of the paid-up share capital
of such company.

11.2 Promoters hereby undertakes that as long as they hold any Equity Shares / securities/
or Equity linked securities in the Company, they shall not participate in any other
Business, including by becoming a director, partner, or lender of any Business from
execution of this agreement.

11.3 The Parties hereby agree that during the term of this Agreement:

11.3.1 they shall not, directly or indirectly, attempt in any manner to solicit from any
client/customer, except on behalf of the Company, business of the type carried on
by the Company or to persuade any person, firm or entity which is a client/customer
of the Company to cease doing business or to reduce the amount of business which
any such client/customer has customarily done or might propose doing with the
Company whether or not the relationship between the Company and such
client/customer was originally established in whole or in part through their efforts;
or

11.3.2 Employ or attempt to employ or assist any other Person to employ any person who
is in the employment of the Company.

11.4 The Parties acknowledge and agree that adequate consideration has been provided for the
non-compete covenants contained in this Agreement and that restrictions contained in
various clauses of this agreementare considered reasonable for the legitimate protection of
the business and goodwill of each of the New Investors and the Company. The Parties
further agree and confirm that any breach of their obligations contained in this
agreementwill cause considerable damage and irreparable loss to the Company and the

14
 Investor which, are not capable of being remedied solely by damages, and the Company and
the Investor shall therefore be entitled to obtain injunctive relief to specifically enforce this
agreement which shall be in addition to any remedy which they may have in Applicable
Laws, equity or otherwise including the remedies available to the Investor in terms of this
Agreement.

12 EXIT RIGHTS

12.1 Conversion Ration

The CCPS held by New Investors shall be converted into Equity Shares, in the following
manner:

Condition Valuation (Conversion Ratio)

In the event of a minimum investment
of 2X of the current round is raised from
any third-party Investor(s) in one or
more tranches on or before 12 Months
from the allotment date
In the event of a minimum investment
of 2X of the current round is raised from
any third-party Investor(s) in one or
more tranches on or before 36 Months
and after 12 Months from the allotment
date and
In the event, no minimum investment
of 2X of the current round is raised
from any third-party Investor(s) is
received in the Company till 36
Months from the date of allotment
CCPS shall be converted into Equity Shares at a
discount of 20% (Twenty Percent) on the
valuation at which the external Investors would
invest in the Company capped at INR. 25 Crore.
CCPS shall be converted into Equity Shares at a
discount of 25% (Twenty-Five Percent) on the
valuation at which the external Investors would
invest in the Company capped at INR. 25 Crore.
Each CCPS shall be convertible at the option of
holders into 1 Equity Share of the Company
(without the Investors being required to pay
any amount for such conversion), at an initial
conversion ratio of 1:1 unless adjusted as
provided hereunder (“Standard Conversion
Ratio”).

The conversion price of the CCPS shall initially

be the original issue price per CCPS and shall be
continuously adjusted until the Date of
Conversion (i) for all stock dividends, future
bonus issue, stock splits, consolidations,
reorganization, recapitalization, reclassification
or such other similar events or corporate
actions, and/or (ii) the anti-dilution protection
as provided in Clause ___ (Anti-Dilution
Protection) and the current conversion price of
each CCPS is INR 11250.00 (Eleven Thousand

15
 Two Fifty only) (“CCPS Conversion Price”).

12.2 Transfer of Securities

12.2.1 The Parties hereby agree that the New Investors have full rights to transfer their CCPS
securities by following the legal procedures mentioned below to give effect to such
transfers.

A) The existing security holder shall first intimate the Board of the proposed value and
number of shares that the investor wishes to transfer.

B) The Board shall disseminate the said information to all the other security holders of the
company.

C) The other existing investors if wishes to purchase the said shares shall intimate his
interest to the Board within 15 days from the date of the intimation.

D) The Board shall intimate the details of interests received to the seller security holder and
the seller security holder needs to execute the requisite documents with the buyer security
holder and place the transfer for the approval of the Board.

E) In case, no interest to purchase is received from the other security holders, then the
selling security holder can transfer the securities to any other person/body corporate on the
same terms.

12.2.2 Provided that the Transfer of CCPS securities can be given effect only after the approval of
the Board or a Committee thereof. Also, such transfer shall be subject to the procedures
mentioned in the Chartered Documents of the Company. The transfer window shall remain
permanently open.

12.2.3 The incoming shareholder who has obtained the shares as described in above Clause 12.2.1
shall thereafter be a party to this agreement, covered under the definition of “New
Investors” and all the related terms of this Agreement shall be applicable to him. It shall be
the duty of the exiting New Investor to make the incoming New Investor aware of the Terms
of this Agreement.

12.3 Authority to Observers

The New Investors authorises any of the Observers as on the date of any transfer of CCPS
securities, to sign the addendum to this Shareholders’ Agreement on behalf of all the New
Investors to give effect to the transfer of shares.Such authority can be executed by the
Observer only incase the supplementary agreement is signed due to transfer of CCPS Shares
and change in list of CCPS shareholders. Supplementary agreement to be signed for bringing
changes in any other matter shall be approved and executed by every Party to this
Agreement.

13 EVENTS OF DEFAULT AND CONSEQUENCES

13.1 Event of Default

16
 The occurrence of any of the following events shall be an event of default (“Event of
Default”):

13.1.1.1 any breach by the Company of Clause 6(Reserved Matters), Clause 10 (Covenants), Clause
8(Transfer Restrictions), Clause 12(Exit Rights) and/ or any other material breach of
obligations or covenants by the Company under the Transaction Documents; or

13.1.1.2 any breach by the Promoter of any material breach of obligations or covenants by the
Promoter under the Transaction Documents; or

13.1.1.3 any fraud, wilful misconduct or gross negligence committed by the Promoter, directly or
indirectly, with respect to the affairs of the Company.

13.2 Consequences of an Event of Default

13.2.1.1 Upon becoming aware of the occurrence of an Event of Default, the New Investors may
issue a written notice to the Company and the Promoter, setting out the details of such
Event of Default (“Event of Default Notice”).

13.2.1.2 the restrictions on the board , and the rights of the New Investors under this Agreement
shall continue in full force and effect in accordance with the provisions of this Agreement

13.2.1.3 without prejudice to the rights of the New Investors contained in this Agreement, the New
Investors shall be entitled to, at any time after the occurrence of an Event of Default, sell
all or any of the CCPS Securities to any person without any Encumbrances and/or
restrictions whatsoever,or in-case the New Investor wishes to do, the Promoters shall,
within 30 days of request being made by the New Investor, be obligated to purchase such
shares from the New Investor at the following rate:

a) The price at which the New Investor has purchased the shares, or

b) The price per security as per the latest valuation report,

Whichever is higher.

(__) FORCE MAJEURE

(__.1) If and to the extent that a Party's performance of any of its obligations under this
Agreement, is hindered or delayed by fire, flood, epidemic, pandemic, earthquake,
elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions
or revolutions, or any other similar cause beyond the reasonable control of such Party
(each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not
have been prevented by reasonable precautions, then the non-performing, hindered or
delayed Party will be excused for such non-performance, hindrance or delay, as
applicable, of those obligations affected by the Force Majeure Event for as long as such
Force Majeure Event continues and such Party continues to use its best efforts to
recommence performance whenever and to whatever extent possible without delay,
including through the use of alternate sources, workaround plans or other means. The
Party whose performance is prevented, hindered or delayed by a Force Majeure Event will
immediately notify the other Party/Parties of the occurrence of the Force Majeure Event
and describe in reasonable detail the nature of the Force Majeure Event.

17
 (__.2) If the Force Majeure Event continues for a continuous period exceeding 30
(thirty) days, the Parties shall mutually agree on the future course of action.

14 TERMINATION

14.1 This Agreement shall become effective and binding on the Parties on the Completion Date.

14.2 This Agreement shall terminate upon the earlier of the following:

14.2.1 by the mutual written agreement of the Parties; or

14.2.2 automatically, if the New Investor cease to be CCPS Shareholders.

14.3 Except as otherwise specifically provided herein, the termination of this Agreement for any
reason whatsoever shall be without prejudice to any rights or obligations accrued to or in
respect of the Parties prior to the date of termination.

14.4 If this Agreement is terminated pursuant to Clause 14.2 above, this Agreement shall have no
further force or effect from the date of termination no Party shall have any further liability or
obligation with respect to this Agreement, provided however that:

14.5 the provisions of Clause 1(Definitions and Interpretation), Clause 17.2(Dispute Resolution),
Clause 17.1 to 17.5(Governing Law and Jurisdiction), Clause 20(Miscellaneous) and this Clause
14.5 shall survive the termination of this Agreement; and

14.6 nothing herein shall relieve any Party from any obligations or liabilities incurred prior to such
termination.

15 CONFIDENTIALITY

15.1 The Transaction Documents, their existence and all information exchanged between the
Parties under the Transaction Documents or during the negotiations preceding the
Transaction Documents is confidential to the Parties and shall not be disclosed to any third
person by any of the Parties. The Parties shall hold in strictest confidence, not use or disclose
to any third person, and take all necessary precautions to secure any confidential information
of the other Parties.

15.2 Nothing contained in this Clause will restrict the Investor from disclosing any confidential
information to (a) any proposed transferee of their rights, Investor Securities etc; or (b) any
person from whom any of the Investor seek investment in itself or who has invested in it; or
(c) any of its Affiliates, advisors, consultants, directors, employees, managers, general partners
and investment council members.

15.3 Nothing contained in this Clause will restrict the Promoter from disclosing any confidential
information to any proposed transferee of their rights.

16 INDEMNITY

16.1 The Company (Indemnifying Party) agrees to indemnify, defend and hold harmless the New
Investor and his lawful successors and assignees (Indemnified Parties) within 60 days of the
intimation of breach of this Agreement, from and against any and all actual losses incurred or
suffered by them which arise out of; results from, or may be payable by virtue of any

18
 misrepresentation or breach of any representation, warranty, covenant or agreement made
or obligations required to be performed by the Promoters pursuant to this Agreement.

16.2 The Promoters (Indemnifying Party) agree to indemnify, defend and hold harmless the New
Investor and his lawful successors and assignees (Indemnified Parties) within 60 days of the
intimation of breach of this Agreement, from and against any and all actual losses incurred or
suffered by the New Investor which arise out of results from, or may be payable by virtue of
any fraud or wilful misconduct committed by one or more Promoters, the liability for which
rests solely with the Promoter or Promoters who have committed the said fraud or wilful
misconduct.

17 GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India
without reference to its conflict of laws principles.

17.2 Dispute Resolution

17.2.1 In the event a dispute, difference, claim or controversy arises in connection with the
interpretation or implementation of this Agreement including any question regarding its
existence, validity, termination or the performance of any obligation hereunder (each a
“dispute”) between Parties, then the Parties shall attempt to resolve amicably the dispute by
mutual agreement under notice to the other within 30 (thirty) days of such dispute arising
and in the event the dispute is unable to be resolved the Parties may invoke this arbitration
clause. The dispute shall be referred to and finally resolved by arbitration in accordance with
the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time
and according to the rules of the Delhi International Arbitration Centre.

17.2.2 The number of arbitrators shall be one. The seat, or legal place of arbitration shall be New
Delhi, India or any other place suited to the Arbitrator and suitable to all the parties. The
Arbitration may take place virtually, if the circumstances so prevail that it is more efficacious
to conduct such Arbitration virtually. The language to be used in the arbitral proceedings
shall be English. The governing law of the contract shall be the substantive law of India. The
arbitral award shall be final and binding on the parties. The Parties agree that the arbitration
award shall be final and may be enforced as a decree. The Parties further agree to keep the
arbitration proceedings and the arbitral award confidential.

17.2.2.1 all arbitration proceedings shall be conducted in English and the governing law shall
be laws of India;

17.2.2.2 the arbitration award shall be final and binding on the Parties and shall be
enforceable in any competent court of law, and the Parties agree to be bound
thereby and to act accordingly; and

17.2.2.3 the Arbitral Tribunal may (but shall not be required to) award to a Party that
substantially prevails on merits its costs and reasonable expenses (including
reasonable fees of its counsel).

19
17.3 Nothing in this Clause, shall prevent the Parties from applying to a court of competent
jurisdiction for provisional or interim measures or injunctive relief, as may be, necessary to
safeguard the rights of the Parties under this Agreement.

17.4 During the period of submission to arbitration and thereafter until the granting of the award,
the Parties shall, except in the event of termination, continue to perform all their obligations
under this Agreement, without prejudice to a final adjustment in accordance with such award.

17.5 This Clause shall survive the termination of this Agreement.

18 FURTHER ASSURANCES

18.1 Each of the Parties agrees to do all such further things and to execute and deliver all such
additional documents as are necessary to give full effect to the terms of this Agreement.

18.2 Each of the Parties undertake that they will do or procure to be done all such further acts
and things, execute or procure the execution of all such other documents and exercise all
voting rights and powers, whether directly or indirectly, available to it in relation to any
Person so as to ensure the complete and prompt fulfilment, observance and performance of
the provisions of this Agreement and generally that full effect is given to the provisions of
this Agreement.

19 NOTICES

19.1 Notice

Each notice, demand or other communication given or made under this Agreement shall be
in writing and delivered or sent to the relevant Party at its address or email id, set out below
(or such other address or email id as the addressee has by 15 (Fifteen) Business Days prior
written notice specified to the other Parties). Any notice, demand or other communication
given or made by letter between countries shall be delivered by courier with a copy by
electronic mail to the addresses set forth below. Any notice, demand or other
communication so addressed to the relevant Party shall be deemed to have been delivered
(a) if delivered in person or by courier, when proof of delivery is obtained by the delivering
Party; (b) if sent by post within the same country, on the tenth day following posting and if
sent by post to another country, on the twentieth day following posting; (c) if given or made
by email, upon transmission of the email from sender’s server. Pursuant to the despatch of
the notice as above, the Party sending the notice shall also email the contents of the entire
notice to the receiving Party at the addresses mentioned below.

19.2 The initial address and facsimile for the Parties for the purposes of the Agreement are:

If to the Company:

Name :

Address :

Email :

If to the Promoters:

Name :
20
 Address :

Email :

If to the Investor:As updated by the investor with the Company from time to time.

20 MISCELLANEOUS

20.1 Relationship

This Agreement does not create a relationship of employment, agency or partnership

between the Parties.

20.2 Further Action

Each Party agrees to perform (or procure the performance of) all further acts and things
(including the execution and delivery of, or procuring the execution and delivery of, all deeds
and documents that may be required by law or as may be necessary, required or advisable,
procuring the convening of all meetings, the giving of all necessary waivers and consents and
the passing of all resolutions and otherwise exercising all powers and rights available to
them) as the other Party may reasonably require to effectively carry on the full intent and
meaning of the Transaction Documents and to complete the transactions contemplated
hereunder.

20.3 Assignment

This Agreement and the rights and liabilities hereunder shall bind and inure to the benefit of
the respective successors of the Parties hereto. No right, benefit, interest or obligation
under this Agreement may be assigned or transferred by the Promoters and / or the
Company without the prior written consent of the New Investors. Subject to approval of the
Board from time to time, the Investor may assign any of its right, benefit, interest or
obligation under this Agreement to its Affiliates.

20.4 Amendments and Waiver

No modification or amendment to this Agreement and no waiver of any of the terms or

conditions hereof shall be valid or binding unless made in writing and duly executed by or on
behalf of the Parties. The failure of a Party at any time to require performance of any
obligation under this Agreement is not a waiver of that Party’s right: (a) to claim damages for
breach of that obligation; and (b) at any other time to require performance of that or any
other obligation under this Agreement, unless written notice to that effect is given by the
Party purporting to make such waiver. Any such waiver shall be limited to the specific breach
waived. Any waiver or acquiescence by any Party of any breach of any of the provisions of
this Agreement shall not be construed as a waiver or acquiescence of any right under or
arising out of this Agreement, or of the subsequent breach, or acquiescence to or
recognition of rights other than as expressly stipulated in this Agreement.

20.5 Agreement to Prevail

21
 If any provisions of the Charter Documents at any time conflict with any provisions of this
Agreement, the Agreement shall prevail and the Parties shall, whenever necessary, exercise
all voting and other rights and powers available to them to procure the amendment, waiver
or suspension of the relevant provisions of the Charter Documents, to the extent necessary
to permit the affairs of the Company to be administered as provided in this Agreement.

20.6 Independent Rights

Each of the rights of the Parties hereto under this Agreement are independent, cumulative
and without prejudice to all other rights available to them, and the exercise or non-exercise
of any such rights shall not prejudice or constitute a waiver of any other right of the Party,
whether under this Agreement or otherwise.

20.7 Specific Performance

The Parties agree that damages may not be an adequate remedy and the Parties shall be
entitled to an injunction, restraining order, right for recovery, suit for specific performance
or such other equitable relief as a court of competent jurisdiction may deem necessary or
appropriate to restrain the other Party from committing any violation or enforce the
performance of the covenants, representations and obligations contained in this Agreement.
These injunctive remedies are cumulative and are in addition to any other rights and
remedies the Parties may have at law or in equity, including without limitation a right for
damages.

20.8 Severability

Each and every obligation under this Agreement shall be treated as a separate obligation
and shall be severally enforceable as such and in the event of any obligation or obligations
being or becoming unenforceable in whole or in part. If any provision of this Agreement or
the application thereof to any Person or circumstance shall be invalid or unenforceable to
any extent for any reason including by reason of any Applicable Laws or regulation or
government policy, the remainder of this Agreement and the application of such provision to
persons or circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. Notwithstanding the foregoing any
provision which cannot be amended as may be necessary to make it valid and effective shall
be deemed to be deleted from this Agreement and any such deletion shall not affect the
enforceability of the remainder of this Agreement not so deleted provided the fundamental
terms of the Agreement are not altered.

20.9 Non-Exclusive Remedies

The rights and remedies herein provided are cumulative and none is exclusive of any other,
or of any rights or remedies that any Party may otherwise have at law or in equity. The
rights and remedies of any Party based upon, arising out of or otherwise in respect of any
inaccuracy or breach of any representation, warranty, covenant or agreement or failure to
fulfil any condition shall in no way be limited by the fact that the act, omission, occurrence
or other state of facts upon which any claim of any such inaccuracy or breach is based may
also be the subject matter of any other representation, warranty, covenant or agreement as
to which there is no inaccuracy or breach.

20.10 Cost and Expenses

22
 The Company shall bear all expenses incurred in preparing this Agreement including the
stamp duty payable on this Agreement. All costs related to the allotment and issue of the
Equity Shares, the expenses relating to the increase in the authorised share capital of the
Company, if required, and any other costs contemplated by this Agreement, shall be borne
by the Company.

20.11 Entire Agreement

The Transaction Documents contains the entire understanding of the Parties and supersedes
all prior agreements and understandings, both written and oral, among the Parties with
respect to the subject matter hereof.

20.12 Counterparts

This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, and all such counterparts taken together shall be
deemed to constitute one and the same instrument.

20.13 Announcements

The Parties shall not make, and shall not permit any of their respective directors, employees,
officers, or Affiliates to make, any public announcement about the subject matter of this
Agreement or regarding the Company, or any of its business and operating plans from time
to time, whether in the form of a press release or otherwise, without first consulting with
each other and obtaining the other Parties’ written consents, save as required to satisfy any
requirement of Applicable Laws. In the event that disclosure is required, the other Parties
shall be given a reasonable opportunity to review and comment on any such required
disclosure.

20.14 Rights of Third Parties

Nothing expressed or implied in this Agreement is intended or shall be construed to confer

upon or give any Person, other than the Parties hereto any rights or remedies under or by
reason of this Agreement or any transaction contemplated by this Agreement.

20.15 Time

Any date or period as set out in any Clause of this Agreement may be extended with the
written consent of the Parties failing which time shall be of the essence.

23
 SCHEDULE 1

PART A

List of Promoters

S. NAME OF AG NATIONAL PAN RESIDENCE NUMB %

NO. PROMOTER E ITY ER OF
EQUIT
Y
SHARE
S

1.

24
 SCHEDULE 1

PART B

Existing Equity Investors

S. NAME OF AG NATIONAL PAN RESIDENCE NUMB %

NO. SHAREHOL E ITY ER OF
DER EQUIT
Y
SHARE
S

1.

2.

3.

4.

Total

25
 SCHEDULE 1

PART C

LIST OF CCPS SHAREHOLDERS

SR. NAME OF AGE NATIONALIT PAN RESIDENCE NUMBE

NO SHAREHOLDER Y R OF
. CCPS

1.

2.

TOTAL

26
 SCHEDULE 2

SHARE CAPITAL ON COMPLETION

PART-A: EQUITY SHARES

S. NO. NAME OF SHAREHOLDER NATURE OF NUMBER OF % ON A

SECURITIES SECURITIES FULLY
DILUTED
BASIS
1

Total

PART-B: COMPULSORY CONVERTIBLE PREFERENCE SHARES

S. NO. NAME OF SHAREHOLDER NATURE OF NUMBER OF % ON A

SECURITIES SECURITIES FULLY
DILUTED
BASIS
1.

Total

27
 SCHEDULE 3

RESERVED MATTERS

PART 1 - (CCPS SHAREHODLERS)

1. Commencement of any new line of business, which is unrelated to the Business;

2. The Company is converted from a private company to a public company; or

3. Issue of new Convertible securities or Issue of new Equity sharesresulting in Dilution of New
investors interests subject to Clause 9(Anti-dilution rights)

4. Winding up and / or liquidation of the Company and / or its Affiliates;

PART 2 - (OBSERVERS)

1. Any annual budget or BusinessPlan of the Company;

2. Other than as agreed in the Business Plan, acquisition of shares or assets of other
businesses, creation of joint ventures / partnership, mergers, de-mergers and
consolidations;

3. Other than as agreed in the Business Plan, divestment of shares of any subsidiary;

4. Other than as agreed in the Business Plan and shortterm liquidinvestments, creation of or
investment in subsidiaries or any other investments including acquisition of any division,
corporation, entity or business or land for any purpose;

5. Other than as agreed in the Business Plan, Related Party transactions, agreements or
arrangements between the Company and the Promoters or their Affiliates and any
transaction, agreement or arrangement between the Company, and any entity or firm, in
which any of the Promoters or any of their Affiliates individually or collectively has a financial
interest of more than 10% (ten percent);

6. Amendments or any proposal to amend the Charter Documents;

7. Changes to material accounting or tax policies or practices of the Company unless such
change is required by Applicable laws;

8. Other than as agreed in the Business Plan, creating any lien or charges or proposing the
acquisition, sale, lease, transfer, license or in any other way proposing to dispose of any: (i)
fixed assets, inexcess of 5% (five percent) of net fixed assets of that Financial Year on a
cumulative basis; or (ii) undertaking of the Company and / or its Affiliates or substantially all
the assets or undertaking of the Company and / or its Affiliates, save and except charge / lien
provided to banks and non-banking financial companies to avail fund and non-fund based
limits in the normal course of business;

9. Other than as agreed in the Business Plan, to acquire, trade or sell shares, securities,
debentures or bonds in any other company or any activity relating to derivative transactions;

28
10. Any resolution to appoint or re-appoint or remove statutory and / or internal auditors of the
Company, including the Statutory Auditor;

11. Winding up and / or liquidation of the Company and / or its Affiliates;

12. Other than as agreed in the Business Plan, any agreement, arrangement, transaction or
assignment of Intellectual Property rights including those relating to copyrights, trademarks,
patents and designs;

13. The appointment or removal and determination of the terms of employment of thechief
executive officer and the chief financial officer and other key management personnel of the
Company and any significant changes in the terms of their employment agreement and any
significant changes in the terms of employment of the managing Director;

14. Shifting of registered office of the Company;

15. Any increase in the issued, subscribed or paid up equity or preference share capital of the
Company, or re-organization of the Share Capital, including new issue of Equity Shares or
Equity Securities (other than stock options granted to the employee(s) of the Company and
Equity Shares arising therefrom)or any preferential issue of shares or redemption of any
shares;

16. Other than as agreed in the Business Plan, approval of any new scheme or plan for
management incentives, grant of employee stock options, or sweat equity shares to any
person or entity, in excess of 3% (three percent) of the Share Capital of the Company
including any modification to any new or existing scheme or plan;

17. Other than as agreed in the Business Plan, raising of term loans which takes the total term
loan/ total net worth ratio above 0.5. for raising fund based working capital loans which
takes the total fund based working capital loan/total net worth ratio above 1.5;

18. Other than as agreed in the Business Plan, for incurring capital expenditure in excess of INR
Rs. 50,00,000.00/-(Rupees Fifty Lakh)in any Financial Year;

19. Giving of security for or guaranteeing the debts of any person other than the Company and
its subsidiaries;

20. Changing the rights and preferences of any Equity Shares or Equity Securities (other than
stock options granted to the employee(s) of the Company and Equity Shares arising
therefrom);

21. Changes in composition of the Board other than the appointment or removal of any
directors by the Promoters

22. Other than as agreed in the Business Plan, acquisition of brands or businesses by the
Company.

29
 SCHEDULE 4

DEED OF ADHERENCE FOR TRANSFER OF EQUITY SECURITES

[Date]

To

1) __________________________________

2) __________________________________ (collectively, the Parties to the Deed)

_____________________________________________________(the Company)

Dear Sirs,

RE: Shareholders Agreement dated [] (Agreement) between the Company, [] and [].

1) [], [] and the Company (Parties) have entered into the Agreement providing terms and
conditions for regulating the relationship of the Parties inter se and between the Parties and
the Company.

2) In terms of the Agreement, any transferee who acquires any Shares from any Party shall
accede to the terms and conditions of the Agreement by way of executing Deed of
Adherence to such effect and confirm to the requirements of Clause [].

3) We confirm that we have acquired [] Equity/CCPS Securities from []. [I am a Relative of
the Promoter / We are an Affiliate of the Investor (strike off if not applicable).]

4) We confirm that such acquisition of Securities by us is in compliance with the provisions of

the Shareholders’ Agreement and that we qualify to accede to the Shareholders’ Agreement.

5) Please acknowledge receipt of this Deed of Adherence and send us a countersigned copy of
the same as acceptance of our accession to the Shareholders Agreement by you for yourself
and by each of the Parties.

6) By our execution of this Deed of Adherence, we have become a party to the Shareholders
Agreement.

7) [Where the Investor or its Affiliates is the Transferor, we confirm that we shall be entitled
only to the Principal Rights / Miscellaneous Rights (strike off either) under the Agreement.

8) We hereby confirm our accession to the terms and conditions of the Agreement and
undertake to abide by the same.

9) We hereby confirm to the Company and the Parties that we have received a copy of the
Shareholders Agreement and have understood the terms and conditions thereof.

10) For the purposes of the Agreement, our address and other details for notices shall be:

Address : []

Email : []

Attn : []
30
11) Words and expressions not expressly defined herein shall bear the meanings assigned to
them in the Agreement. Further, the interpretation clause set out under Clause 1 of the
Agreement (Definition and Interpretation) shall be applicable to this Deed of Adherence.

12) This Deed of Adherence shall be governed by and construed in accordance with the
provisions set out under Clause 17 (Governing Law, Dispute Resolution and Jurisdiction) of
the Agreement.

[SIGNATURE PAGE TO FOLLOW]

31
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the
date first above written.

COMPANY

M/s _____________________PRIVATE
LIMITED
(Represented by ____________________)

PROMOTERS

Name

Name

EXISTING EQUITY INVESTORS

Name

NEW INVESTORS

Name

WITNESS TO ALL

Name

Address:

Name

32
 Address:

33