[THE COMPANIES ACT, 2013 AND THE COMPANIES ACT, 1956 AS ‘APPLICABLE (PRIVATE COMPANY LIMITED BY SHARES) [ARTICLES OF ASSOCIATION OF or FEEDBACK INFRA PRIVATE LIMITED para 11 GENERAL Lo In these Regulatons:= @ o © @ © © » @ a “Act shall mean the Companies Act, 2013 and the Companies Act, 1956 (as tho eaoe may Be and fo the extent spplicable), as may be amended, modified, supplemented or re-enociod thereof from “Company” ce “Feedback” means Feedback Inia Private Limited: “ompanies Act” or “Aet™ means the Companies Aci, 2013 othe ‘Companies Act, 1956 as amended, substituted or replaced trom time to time, “Beard” means the board of divctors of Fesdback at the relevant “Feedback Equity Shares” or “Equity Share means an equity stare of Feedback of the Tice value oF Rs, 19 (Rupees Ten) each, SINR or “Rupees” or “Rs.” suill mean Indian rupees. being the Iona sree Fi: “Person” means any naturei person, trst, fem, company Goveermenial Authosty, joint venture, ascosiation, parinorship. society o other eniy (whether or not having separae legal personality “Securities” shall mean shares nthe Shave Capital, whether equity fr preference, and shall inchide other securities and instromen's ‘corvenible ince Equity Shares; “Seal” means the Common Seal ofthe Company “Share Capital” shall mean the total bsued and paid-up share capita ofthe Company, eS Se(i) —Unless the content otherwise requires; sont or expressions contained ia these Regulations shall bear the same meaning as in the Act or any Stautory modification thereof in force at dhe date at which these Regulations become binding an the Conpany. The Reyulstions contained in Table F of the fist schedule 19 the Act or any siatutery modification thervct shall apply tothe Company, in so far they ate not fepugnant to or inconsistent with any of the ropuation contained hereinafter This is «Private Company as defined in Sectien 2(68) ofthe Act and accordingly ‘the following provisions shall have effec, namely: (@) The number of members ofthe Compazy's no inhudiag: © Persons wio are inthe employrent of the Company, snd (G)—Persons who, having been fomeriy in the employment of the ‘Company, were member ofthe Company while in that employment and have continued 'o be the members attr tho employment cased, is not to exceed ify, provided that where two oF more Persons hold one or more shares inthe Company join they shall fir the purpose ofthis cause betreated asa single member and (©) Any Savion othe public to subset for any slaves in or debentures of the Company is hereby prohibited: and (©) The right to transfer share in the Company is restricted as hereinafter provided. (@) Prohibits eny invitation or acceptance of Deposits frome persons other ‘han its members, directors oftheir elves. ‘The Auborised Share Capital ofthe Company is as mentioned in clause V ofthe -Memorurdim of Association ofthe Company. LaKN @ The Company shall have a first and paramount Len upon all shares (not being « filly paid share) registered in the name of the members arc all dfvidends peyable on such shares, subject to Section 123 of the Act and Regultions 9 to 12 of Table'P* shall apply according. (i) The Board may, fom time t time, make calls upon the members in respect af any money unpsid on the shares (whether on account of the nomial value of the Shas or by way of premium) and not by the ‘eltions of allotment thereof made psyableat Fixed ties. CALL ON SHARES @ fan member ‘als to pay eny cll du fom him on the day appointed for payment thereof or any such extension threo he/she shall be lable to pay fnterest on the same from the day arpointed for payment thereof to the10, time of actual payment at such rte as shall fom time to time be fixed by Bead of Directors but nothing inthis Article render it compulsory forthe Heard of Direcirs 10 demand or recover any interest from any suci rember, (i) Save eatoresid, Regulations 13 to 1¥ af Table “F shall apply. FORFEITURE OF SHARES [Reguletions 28 to 34 of Table °F shall apply excopt thatthe forfeiture of share Shall include the paid up amount and all dividend declared in respoet of the forfeited shares but not actually paid up to the date of foritue, subject to Seetion 125 ofthe Act. ALTERATION OF CAPITAL “The Company may, withthe approval of sharcholdets by special resokation, fom time to time, increase, conselslte, divide, divide, canes! or redgce its Share Capit BOARD OF DIRECTORS, (i) Regulation No.65 of Table“ shall not apply: Gi) The reinuncition ofthe Ditetor of the Company. including fees payable wo the Ditecor in attending meetings of the Board or Committees ofthe Woaed shall be determined hy the Boari of Directors. fom me 1 time, (43) Seve as aferesald Regulations 6210 75 of Table F* shall apply. (9) The Ditestos may appoint an Altera Director in accordance with the provisions of Section 161 of the Act in place of a director (Original Dircetor’) curing his sence for « poiod of not loss than 3 months from the Ste in which the mectings ar ovdinaily held, An aliemate dirceter shail he appointed for 2 period Joe which the Origital Director is Ippointed, end upon the Original Drector retuming (0 the Ste, the Termite “director shall vacate ome. Any provision of automate reappointment applies to the Original Director and not to the aliemate decstor. () The Board of Directs shall heve power to appoint Additonal/Casaal Direcwrs snl the Additonal DirectorsCastal Diector so appointed shall hold office until the earcision ofthe next Annual General Meetng/ic ‘xpi of orginal term of office of s Director in whose place the vacancy isfilled up, BORROWING POWER @) Subject w te provisions ofthe Section 73 and 179 ofthe Act, and without Drefuice othe powers coafeired by oir Arle or Anicles, the Board or Directors may, fom ime 2 time and at their ciscrefon. to borrow or seoure the payment of any sum omnia money, for purpose ofthe >te a . 4 Company, ther fm any Direcloror member or elsewhere, on security or ‘otherwise and may secure he repyeient or payments of any sum ar sums, in such manne and upon such terms and condicon, inal respects 3 they think ft, and particular, by the creation of any mortgage, nypathecation or ‘charge on the undertaking or the whole or pat of the property, provent or fire, or the uncalled capizal, of the Company or by the issue of ‘debentures of debentures stock Of the Company, both present and future, including is uncalled capil, for the tine being, and the Directors or any ‘of them may guarantee the whole, oF amy part oF the loans or debts, aise for incurred, by cr on behalf of the Company, or any interest pasable ‘thereen, end shall be entitled to receive auch payments a ccnsideraion for the giving of sich guarantee, as may be determincd, by the Directors, with power 10 indemnify the guarantors, fiom or against lability under their {guarantee by means of a mortgage ot charge on the underiaking of the ‘Company, of any ofits propery, deatsts or etherise -MANAGER'SECRETARY Manager or Sestotay may be appointed in accordance with Regulations 77nd 78 of fable F. ‘THE COMMON SEAL, ‘he Boud shall provide the safe custody of the Ses, Tho Seal of the Compens’ shall got be affised to any instrument except by authority of x resolution of the Reard or Committe ofthe Bear authorise by icin dat heal nd exe in the presence of atleast One Director and the Dieector as sioresid shall sign every instrument to which the Seal of the Company is so affixed in his presence However, the share certificates shall be seal and signod in acoordanco with Rule 6 ‘ofthe Companies (issue of Share Cerifieaes) Rules, 1960 BALANCE SHERT AND PROFIT AND LOSS ACCOUNT ‘The Directors shall lay before each Annual Geveral Meeting, Profit and toss secoua Statement for the financial year ofthe Company and Paiance Shee: mace fp 0 the ond of financil yur asd anced hyn qieliind Arion under the provisions ofthe Act. Aupit The frst auditors of the Company shall be appointed by the hoard of Directors within one moath ater is incerpoation who shal! bold effet the conclusion ofthe frst Annual General Meeting (6) The Directors may fill up any easual vacaney in the offlee ofthe auitors (ii) The remuneration ofthe suitors shall be fixe by the Company in Generat Meeting or by Board of Dirsctor if suthorised by Shareholders of the ‘Company. WINDING UP. KETF the Company shall be woul up, the Tiquidator may widh Ue sanction required bythe Act dlvide amongs the member, in specie or fn kind she ‘whole or any part of the asets ofthe Company. whether they shall coasist ‘of property of the same kind or not. (Gi) For the parpose aforessd, the liquidator may sot such value as be deems fait, upon any property to be divided as aforesaid and way determine how sich division shall be casried out at between the member of different ‘lenses of members. “The tiquidetor may wit the ike sinc, vest the whole or ary part of ‘uh aes in trustees upon auch tt fr the benefits ofthe contnbutors 26 the liuidator, sith the like sanction, sell think fit bu £0 that no member stall be vompelled to accept any shar: or such other securities whereoa there isuny Labi SECRECY Every Director, Chairman, Managing Director Manager, Audlior Member of the ‘Commitee, Officer, Servant Agent, Accouniastor other perso employed in the basiness of the Company shal observe sinctseerecy in respect ofall ansactions ‘ofthe compan, 17, INDEMNITY: Subject to the provisions of Section 197 ofthe Act. every officer or agent forthe time being of Company shall be indemnified out of the assets of dhe Company fagtinst any bonatide Tabi incurred by him in defending any proceedings, ‘hther civil e criminal in obich jsigmen is given in his fzvour or in wich he Js aoquitted cri conmestin with any application under Section 463 of the Actin which elit is granted to him by the Cour.PARTE Phe provisions of these Anicles 1 10 15 and Schedule of the Par of these Antcles shall have effet notwithstanding snything contrary contained ip Part A ofthese Ariclos In the event of any conflict between the provisions of this Part B asd Part A, the provisions ofthis Pat B shall preval ony tothe extrz of such confit, 1, DEFINITIONS AND INTERPRETATIONS 1.2 Definitions In these Articles, except where the context otherwise requires, (capitalised tems defined ty inclisn in quotations and/or parenthesis have the meanings ‘scribed and (i) the follwing Words and expressions shall ave the flowing meanings “Acceptance Notice” shall have the meaning ascribed t0 such toem in Article na ‘Aecounts” sll mean the conscidated end sundalens cudited financial statements of the Company and the Key Subsiares. including the balance see, profit and loss account. cesh flow statements, togeter wi all such documen's Which ate requted to te annexed fo such audited financial ststements under “Applicable Law and Indien GAAP andior the relevant GAAP applicable to the Key Subsiiory ss the ease may be: “Accounting Firms” shall mean any of the Indian or overseas afllistes or associates, ab the case may be, of (a) Delite; ¢b) KPMG; (6) EY (Fonmedy, mst Young), of (@) Grant Thomten; “Adjourned General Meeting” shall have the meaning ascribed 10 such te in Aisle 5.3.2: “Ainge” shall mean, () when used in relation to any Person, ny other Person ‘which o tat ime, dicoly or indirectly. isin Conteol of, Contolld by, or under ‘ommon Contol with suck Person: and (i) additionally, ia the case of any Person {ts a natural person, shall mean any odierFerson wie is a “Relative” of such Person and anyother Person which tht time, directly or ileal sin Control ‘ol, Contolied by, or under common Control with sich Person or nis er Relative. Iris egreed dat, aotwithscanding the test of Control, i) the direct and indirect shacholder ofthe Investor, the geneva and linted partners of such sharcholdex, the find) manager or investment advisor manazing end/or advising such sareholder, and any fund or wust vehicles Contoled, managed or alvised by such fund manager and/or investment advisor shall be considered as an Aiate of the Investor; (i) each Promoter shall be tected se an Affiliate of the other Promoter and the HolCo; and (ii) the Company shall not be treated 2 an Alia of any Paty: “agreed Form” means ip wlaton to any docursent the fon of that document wich has 0 be murual'y agreed or has been rutualy agreed pen by the relevantartes, as applicable, and ()iniiated ty-or on their hehall a8 being so agree, (i) confirmed by oF on their bohalf vie written communication; “Alternate Director” sll have the meaning sseribed to such term in Aric 3.4; “Applicable Law” shall mecn any relevent ststut, law (including common law), regulation, ondinance, ule, notification, bye-lew. guideline, treaties, judgment Drder, decree, approval, diestve, requirement or ether restriction isued by any ‘Goverameniai Aniiority which is applicable the relevant Party. or any si form of decision of, o determination by, of any interpretation. policy cr fadminisistion or order issued by any Governmensal Authonty of any of the foregoing, in each case baving the force of low and whether in effeet as of the [Execution Date or theteaer; “Articles” shall ccan the aniles of association of the Company andlor the Key ‘Subsiates, as the ease may be, and as amended from time vo time: “assets” shall mean assets or properties of every kind, nature, character and description (whether immovable, movable, tangible. iiangible, absolute. accrued, {Gxed or atherise) as opersied, hited, rend, owned or leaked by a Person trom time to tine, including can, cach equivalents, reveivables, securities, cozounts ‘and note receivables, real estate, trademarks, beends, other intellectual property, Faw materials ventory, Furie, fixtures and insurances “Maye Valuation” shall have the meaning ascribed to suck term in Amick: 1oL.1e “Hoard” o¢ “Board of Directors” shall mean the board of directors of the ‘Company end‘or any of the Key Subsicharies, as the case may be, from time to time; “Board Agenda” shall have tho moaning ascribed to such orm in Aricle 4.2. “Business” shall mean the business conducted by the Compsny and its Key ubsidiaries, which as a the date hereof being the business of providing Infoiructie advnry. project completion. engineering. operdtinas de iainteraace and inftaseuctire delivery services. in telation to various Jnfosiructure projects in India and other coumries across. muliple sector, inclaging relating to, roads, highways, metros, power plants, power transmission tn distibution, social infastructur, realty, pons ete: “Business Day” shll mean shall mean a day (excluding Saturdays, Sundays. en public holidays) on which scheduled commercial tanks in New Delhi. India ant ‘ommercial banks in New Del, Ina, New York, United States of America ant ‘Singapore are opea for normal banking busines “Business Plan shall mean the business pln for the Company and its Key Subwidiaics, prepared anoually by the Compary and approved by the Investor and the Boor in secordanee with Article @ and Article 7, as amended fiom time time in accordance with these Artiles:“CCDs” shal mean 5,00 (five thousand) compulsorily converible debentures of the Company of face value of INB 10,000 (Indian Rupees One Lakh only) euch having the terms as sgreed inter alia smongst the Tnvestor, Company and the Promoters and approved bythe Sharchelders: “CCPS" shall mean 2.50,00,000 (Two Crowes and Fy Lakhs) compulsodly ‘convertible preference shares of the Company of face value of INR. 10 (xian Rupees Ten only) each and Sued at # premium of INR 7O/- Cian Rupees Sorenty only), having the toms of issuance inthe share subseription agreement cexcouted amongst the Investor, Company and che Prometers apd approved by tho Shareholders: SCCPS Stake” has dhe meaning given to iin the terms of issuance of CCPS; Charter Documents” shall mean the Memorandum and the Articles of tbe ‘Company and the Key Subsidiaries, asthe case nay be, as amended fiom time © “Committees shall mean committees of the Boant, constituted in accordance ‘vith these Articles or sush other somite as may be required to be constitited Under Applicable Lews “Conforming of Rights shall hove the meaning ascribed to such term in Article 103: “Consent” sll mean any consent, eporoval, auborization, waiver or livense ‘om any Person. “Control” including with its grammatical variations sich as “Contrtled by”. “that Contrelt” and “under common Control with in relation to a Person stall, can, es applicable and in each ease whether acting by set or jointly together ‘vith smother Pesson () the contrel of more then $0% (fifty person! ofthe voting Fights or ofthe issued share capital of such Person; or Gi) the possesion, diretly for indiect, of the power (o'sppoint andlor remove all of the majority of the members of the board of directors cr other governing body of sich Person; or (i) the peer to dicst or cause the dnaction of the management policies of sich Person whether ebiained divetly or indivelly, and whether obtainod by ‘ownership of share capital, the possession of voling tights, through contact er otherwise, and the terms Contolling and Covtrolled shall be consiucd sccortingiy: “Deed of Adherence” meine a deed of adherence inthe Agreed Foemy; “Default Drag Along Right” shall have the meaning ascribed to such tem in Aatile 12.32; “Director” shall mean a dicstor ofthe Board and the term “Direefors” shell be construed accordingly: “Dividend Policy” shall have the meaning ascribed to such term in Article 7.3.1: i » VeSprugged Securities” shall have the meaning aeribed so such term in. Anicke 10240) oF Antcle 102.5; “Drag Along Right” shall have the meaning ascribed to sich term in Article 1922, “Drag Date” shall bave the meaning ascribed io such term in Artiste 10.2 @ “Drag Transfer Notice” sll have the meaning ascibed to such term in Anicle 1024; “Drag THeger Date” shall ave die meaning aseribed such tem in Astcle 1021; ‘effective Date” shall mean the date on which the Investor becomes a shareholder of the Compeny; “ncumbrance” shall mean: i) any mortgage charg (whether fixed or oating), pledze, len, hypothocaton, assignmeni, trast arangersen, option, tile retention, Security terest or other encumbrance of any kind seewing, or conferring any Frionty of payment in respect of, any obligation of aay Person, including a fontraet io give oF refrain trem piving any of the foregoing, including 2 ‘esticton imposed undar Applicable Law, or contact, on the Transferability oF ‘Securtes; (i) any arrangement for excising voting Hghis issued to any third fat, power of atterney issued to any thiol party for tensforing and! oF exercising any rights. vouing tust agrecment. interest. option, right of first offer. refusal or tansfer restriction in favour funy Persea but sll ot include proxies issued ia terms of the Charier Documents andor Appliable Law and (i) any severe claim as tote, possession or use: “equity Shares” shall oun equity shares of the Company having @ par value of INR 10 (ladian Rupees Ten only per equity share and oxe vote pe share; SRSOP Shares” shall mean the Eouity Shas issued by the Company to an employee of tke Compary pursuant © any enpleyze stock option pla policy of the Company whether evisting as oF the Fxecation Date or adopted thereat i sesordance with the ferme ofthese Astisles; “ESOP Pan” sail have the meaning ascribed to such teem in Arile 8.10.15 “Event of Defaslt shall have the meaning cscibed to such term in Astcle 12.15 “Execution Date” means March 14, 2018; “Existing ESOP Plans” shall have the menning os defined unr the sharsholders agreemet executed inter alia by the Sarcholdss in the Agreed Form; ‘Exit Events shall have the meaning ascribed vo such term in Asc 101.15 “Exit Request Notice” shail have the meaning ascribed to such term in Ante JY“nancial favestors” shall mean, collectively, the HDFC Fatiles, 1DFC and he Investor, “Financial Vear" shall mean the period commencing April | each year ant ceadiag on March 31 the next year, or subject to Applicable Law, such other period fs may be detennined by the Board to be the Rnancial your for the Compeny andor Key Subsidiaries: “First Adjourned Board Meeting” shall have he meaning ascribed to suet term in Anicle 43.2; “Fresh Offering” shall have the meaning aserved to such term in Article 11.2; “resh Offer Notice” shall have the meaning aserbed to such term in Article 3: “rash Offering Sccuritee” shall have the meaning ascribed to suet term in Aatiele 11.2, “Fully Diluted” (including, with correlative meaning the tems “Fully Diluted Basis?) shall mean the assumption that any preference shares, debentures, HORS, options “Gneluding employee stock options) warrants, contracts, ighls, instruments ened securities granting the right, whether compuisorly oF otherwise, to exchange for, conver into or ctherwite sequire or subcribe to Equity Shares, tad which ae outstanding «9 oa the date of cleultion, have been s exercised and exchanged for or converted into ar acquired er subscribed to the applicable Fquity Shares and all Equity Shares issuable pursuant consactual or ether ‘obligstions have heen isshed, such Equity Stars being duly adjust for ny ook splits, bonus issues or re-apitalsation; “GAAP” sll mean the generally accopted assounting principles, standards and practices ae epolicable in the relevant jerisdoton: “General Mesting” shall mean a general mecting of the sharcholders of the ‘Company, convened and held in accordance wit the Act nd these Articles; “Governmental Authority” shall can eny entity, authority or body exercising executive, legislative, judicial, regulary, stato or adminisrative netions of fr pertahing 19 goverment, Including ary government authority, agency, Aparment, toard, commission or instrumentality of India or aay politcal subdivision thereof, or of any otbor juriaicion relevant to the Business, any court, tribunal oe arbitrater, any securities exchange or body or authority regulating such securities exchange, “Group” means each of the Company and the Key Subsiiares, indvicually as sso aseolostvaly “HDFC Director” shall meen the director mminaied by HDEC Entities tthe Board: “DFC Entities” shall mean HDFC Limited, HDFC Holdings end HDPC Invesmenss“HEC Heldings” stall mean HIDFC Holdings Limited, 2 company incomporsied under the Companies Act, 1956, bearing corporate identity namber |U65993M12000PL.C123680, and having its registered offi at Ramon House, H “T Pacekh Mg 169, Baokbay Reclamation, Churchgate, Mumbai 400 020; SHIDFC Investments” shall mean HDEC investments Limited, & company Jncorpontied under the Companies Act, 1956, bearing eorporsc idenity mumnber [V65980V1H 19940009953, an having is registered office at Raton House, 1 “1 Parekh Marg, 169, Hackhay Reclamation, Churchuste, Mura 400 020, “HDEC Limited” shalt mean Housing Development Finance Corporation Limited, a company incorpersted under the Companies Act, 1956, bearng ‘orpomte idsatty nimber L70100MI11977PLCOLOOL6, and hoving its ropsiored fflice at Ramon House, HT Parckh Marg, 163, Backbey Reclamation, ‘Churehgate, Mumbai 400 020 “Hold” shail mean Mission Holdings Private Limited a company inconporaied under the Compaties Acc, 1956, bearing corporate identity number [U67120D1.1996P1C087287, amd having sts epstered office at 11, 3rd Fleoe, ‘Verdbaman Plaza Pockat 7, Plot No, 6, Sector 12, Dwarke, New Dati, India uo “Sdentified Sharcholders® shall have the meaning wsribed 10 such term in atele 151.35 “IDRC” shill mein IDFC Bank Limited, (the ansfece company of the financial underiaking of IDFC Limited (formerly Infastructe Development. Finance Company Limited) by virtue ofthe Demenger Onder dated 25th ine 2015 pasted ty the High Court of Madren and effective fom Ist October, 2015], a company ‘istered under the Companies Act, 2013 (VIII of 2013) and a banking company ‘within the meaning of section 5(@) of the Banking Regulation Act, 1949 and having ite Registered Office at KRM Tower, ih Floor, No. 1, Hatrngion Rod, ‘Chetpet, Chennai ~ 600 O51 and an offie at C-32, G Block, Naman Chambers, Band Kure Complex, Bondia (East), Mumbs 400081; SIDPC Diroetor” all man the direstor nominated by IDEC tthe Boords “Independent Director” shall have the meaning as defined under Seetion 2647) ofthe AG, as amended from time to ime, SANR® or “Indian Rupees” means the lawful currency of Init; “Indian GAAP" shall mean, she generally accepted sexounting_principies, standards ‘and. procicet applicable in. India, notified by the appropriate Govemmental Auosity: “Individual Promoters” shall mean the Sllowing individuals S.No. | Namie of Promoter | Account Number, i TIM. ‘Virayak] _AABPC2139H | F-2278, PALAM VIHAR. u \V| Account N ‘GURGOAN, 123017, aryara, INDIA AAAPRIOTM | 4H04B-586, VASANT 'KUNJ, NEW DELHE, a Me Paresh) AAPPMSTRIC | ~ C02, SARL Minocha — NEW DELHI, 110044 @ [Mrs Rua) AAAPCI@20N | E2278, PALAM VIHAR, Chatere ‘GURGOAN, 122017, Haryana, INDIA 5 [Me P. Ramesh RAGPPISVO |B 372 MAHINDRA GARDENS, OFF S. V. ROAD GOREOAON (W), MUMBAl, 400052 “Investor” shall mean Zenith InfiaInvestmer: Holdings Pte, Limited, a company incerporsted der the less of Singapore and having its principal place of business al 1 Kim Seng Promenade, #13-11 Great World City, West Tower. ‘Singapore 257994, hving permanent account umber AABCZY7U7E. ‘Anvestor Directors)” shall mean the direcions) nominated by the Investor to the Bard “Investor Drage Along Notice” shall have the meuning steribed to sue tem in Aatile 123.34), “Investor Drag-Along Securities" shall have thy meaning ascribed to such term in Aniele 123.3, “Investor Drag-Along Transferce” shall have tie meaning sseribed w such tem inane 123.1: “investor Drag Price” shall hive the meaning asribed to such term in Article 12.85 Iavestor Reserved Maitors” means the mats se ut in Part of Schedule 1 (Reserved Maters) ofthese Acticles; “Investor Sceurities” shall mean any Securities as may be held by the Investor in the Company ftom time io tine; “Investor Transfer Securities” shall have the meaning ascribed to sueh tem in Aticle 123.314) “Key Employees” shall have the meaning ascribed to such term in Article 10212, “Key Management Personne!” shall mean all suck managment. personnel whose naines and designations ar listed in the share subscription agreement MV‘excculel amoryst the Company, Promoreis ard the Investor in the Agreed Form fnd shall inclile any cher person appoimed as managing directo; chiet executive officer, chief operating. officers and chiat financial officer, or rorsonaldssignatons exersising « similar role, by whatever name called by the Boaid fiom time te tine; “Key Subsidiaries” or “Key Subsidiary” shail mean th companies lise below Go long as such entities are Contolled by te Company) and all such eniies Which, fom time time, are Contolied siecty or indirectly by the Company: (_Feethack Power Operstons & Maintenance Services Private Limited, (i) Peedback Hein Highways OMT Private Limited (since renamed Feedhack Highways OMT Private Limited), Feothack Energy Disibuton Company Limited *FEDCO’), (i) Dut Conmalaas, (0) Feedback lfastrctre Services Nepal Lined, (i) PP Peehock In, (vi) Feedback Ventures and Ghosh Bese Ascites Private Limited nd ili) DC taita Parmership company); iuldation Event” shill can merge, consolation, uidation, winding up. change of Conta! of tbe Company, Tats, sale oF che tsposiion of al or fubstinial all ef the Assets ofthe Company or ofthe Business, whether in a Single transaction ora serie of related transactons, bat shal speiicallyexclade fy: 6) QIPO, (i) Swatese Sle, Gi) Drag Along Rights, (3) tho Default Drag ‘Along Right, ardor (0) nomination / appoint of aional Drees to the Boar ty the Investor pursuant wo Aries 322 cr 12.215 “Listing Date” stall have the meaning ascribe to such tem in Article 103, ‘Material Contract” shal! mean: (0) derivative agreement of any Kind; anclor (6) any contract that results in income or lability oF over INR 1,00,00,000 (Indian Rapes One Crore ony) in a Financial Yeer; “Maturity Date” shall mein a dave thet is 10 (len) years ftom the date of allotment ofthe Lnvestor Securities othe Investors “Memorandum” shall mean the memorandem of associstion of the Company andlor the Key Subsidiaries asthe case may'be, as umended fom ume to time: “Other Investors Reserved Matters” means the matters set out in Part 1 of Schedule I (Reserved Matters) ofthese Aricis; “Other Finaad sollstvelys Investors” shall mean the HDEC Eniities and IDFC,“Other Financial secribod to sul term in Aile 123 ‘stor Default Drag Shares” shall have the meaning (0 “Other Financial Investor Default Drag F cwarbod to such term in Ariel 12.3.3(¢) “Other Fineneial lave such tem in Article 102.5; Drag Shares thll have the meuning ascribed 16 “Other Financial Investor Drag Entitlement” shall have the meaning ascribed vo suet term in Aniele 102.6, “Other Shareholders” shall have the meaning ascribed to such team In Article 932; “Oninary Course” shall mean carrying on the Business, in the normal and corlinary course, consistent with the respocive Charter Documents sel past practices; “party” shall man the Sharcholders nd the Individual Premoiers referred 10 individually and “Parties” shell mean a reference to them collectively; “Person” shall mean any individwel or other salty. whether 8 coxporation, fim, ‘company, joint-venture. ust, socaten, organization, partnership of proprieierstip, including any goveramental agency or regulatory body: “Promoters” shall mean HoldCo and Individual Premovers “Promoter Directors” shall mean the dition) nominated by the HoldCo to the Boerds “Proposed Allotse” shall ave the meinig eeribod to such term in Arle 11.25 “Purchaser” sill hve the meaning ast auch tem in Artie 102.1 “Q1PO" stil have the meaning scribed to such term in Ale 10.1.1 “Q1PO Period” sll have te meaning ascii to sich ttm in Article 10.1.1) “Qualified Transferee” shall mean such tansercets) who acquires) at east 15% ofthe Fully Diluted sherebolding ofthe Company from the Investor, “Recognized Stock Hxchange” means the National Stock Fxchange of india Limited (NSE), the Bombay Stock Exchange Limited (BSE) or any other nation or ftemationel eschange that is approved by te Investor: “Relative” shall mean relative os defined under Section 2(76) ofthe Act “Related Parties” or “Related Party” means any Person who is considered os a Related Pary of any of the Promoters, and/or the Company and/or any Key Subsidiary under the provisions of Companies Act, 2013 andor the acccunting |Standerds a8 sued by the Institute of Chartered Accountants of India from ime © Related Party Transaction” means ary tansacion, dealing or commercial ferangenent of any natare whatsoever, enterel into between the Company andlor the Key Subsiieroy wit their Related Parios: “Reserved Matters” shall mean the Investor Reserved Mattos andor the Other Investors Reserved Matters, as applicable; “ROFO" shall have the meaning ascribed to such term in Anite 93.2 “ROFO Acceptance Notice” shall have the meaning asciibed to such tema in Amite 93.4 “ROFO Notice” shall have the meaning asrited to such te in Article 93.3; “ROFO Offer Period” shall have the meaning ascribed fo such term in Article 93.45 “ROFO Price” sall have the meaning asribed to such term in Article 8.3.45 “ROFO Scourities” shall have the meaning assed to eush term in Article 9.3.35 “Sale Period” shall have the meaning sosribodo ouch term in Anticle 10.1.1(0} “Sale Shares" shall have the mesning ascribed to it in the share subscription agreement executed amongst the Company, Promoters and the Investor in the Agreed Form: "Second Adjourned Board Meeting” shall nave the meaning ascribed to such term in Article 4.3.2; “Securities” shall mean the Equity Shares and te Share Equivalents “Sharcholders® hall mean each of the HoldCo, IDFC, HDEC Entities snd the Investor, and ach othor Persona who tay esquire the Soourtioe in ancordance withthe tems of these Articles fom ine to tine and whe bas exevuted a Deed of Adherence, in each case for so long as such Ferson bolds Securtes in the Company: “Share Capital” means the ssed, subseribed and pald up share capital of the Company on a Fully Diluted Basis and shall include the Equity Sbares and ary Shore Equivalents “Share Equivalents” shall mean preference shares, debentures, bonds, loans, warrans. options, depositary recess. debt securities, loam stock, notes. or any other insirumeis, sets or certificates in each case which are converte iio br eneresable or exchangeable for, cr wbich cay a right 10, or any eight t0, subscribe to or purchase any equity ex prfereace shares ofthe Company or which Fepreset or bestow any beteficial ownershipintrest in the Share Capital or the voting eights inthe Company or any othcr rights which are otherwise available 0 fy x 1s ¥fonly equity shareholders of a company (induding, any distibution rights) as ‘eurerly existing rs may be Tse hy the Company Fim tine to time: ‘Strategie Sale” shall faye the meaning ascribed such term in Article 1.1.10), Strategie Sale Notice shall have the meaning ascribed 1 such term in Artiste 10.1.3) “Strategie Sale Price” shall hav the meaning aseribed to such term in Acie 10.1300) “Strategle Sale Terms" shall have the meaning ascribed to such term in Article 10.130); “Tag Rntittement” sal have the meaning sseibed 0 such term in Ai 2943, Tag Notice Period” shall have the mearing aseribad to such term in Article oad; Tog Right” shal! bave the meaning ascribed to such term in Article 942; “Fag Right on Default Drag™ shall have the meming sserod such tem in Aciole 123.300) ‘Tag Right on HoldCo" shall have the mearing eseribed to such term in Article 10255, “Ta Sale Note” shall have the meaning ascribed to suc es in Anicle 94.1; “Tag, Sale Price” shal have the meaning aseribod o suet ten in Anite 9.4.1 “Tag Sale Securities” shall have the meaning ascribed wo such term in Article 9a, “Tag-Along Notice” shall have the mesning ascribed 10 sash term in Article bade a 943: “Along Securities” shall have the meaning ascribed to such term in Article “Tagging Investor” shall have the caning ascribed to such team in Anite 9.4.3; “Tax” of “Taxes” shall can all axes, including income tax, withholding tax, x collected at sour, dividend distribution tas, buyback diseibution tax, capital {gins tax, mirimim alemate tox, fringe boneit tar, goods and servos tax, sales fag, conta sles tox, customs duty, wealth ay, gift tn, excise duty, service fax, vale added tex, kansfer tex, levcs, and sil charges, of any jurisdiction, any {axes payable in the capacity O° a representatve assessee or successors and shall Inchde any cess, surcharge, interest nes, anc penalties relate thereto;