INVESTMENT AGREEMENT

BETWEEN

____________________LTD

AND

MR.

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INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT IS MADE AND EXECUTED ON THIS THE ___DAY OF ____2014 AT ______________, BY AND BETWEEN:

____________________________represented by its _______Mr.____________, hereinafter referred to as the “COMPANY”(which expression will unless repugnant to the context orcontrary to the meaning thereof be deemed to mean and includeits successors-in-interest and permit assignees)

AND

MR.______________, ___________ Hereinafter referred as the“Investor”, (which expression shall, unless it be repugnant tothe context or meaning thereof, be deemed to mean and include[its successors and permitted assigns]) of the Second Part;

WHEREAS:

(A) The Company is a public limited company incorporatedunder the Laws of India and is engaged interalia in the businessof managing and operating _____________________and such otheractivities in the field of education []1 (“Business”) throughitself and/or its Specified Subsidiaries. A brief descriptionof the Company and its Specified Subsidiaries is set out atSchedule 2 hereto.

(B) As on the date hereof, the authorised share capital ofthe Company is Rs.____________ (Rupees_________________]divided into __________Equity Shares] and the issued and paidup share capital of the Company is Rs._______ consisting of________Equity Shares.

(C) The Company is promoted by the Promoters, who holdcollectively ___________Equity Shares constituting []% of thefully paid up share capital of the Company, on a Fully DilutedBasis, as set out in Part A of Schedule 1 hereto, and aredirectly and indirectly in control of the Company and itsmanagement. The current shareholding pattern of the Company,on a Fully Diluted Basis, is set out in Part A of Schedule 1hereto.

(D) The Investor is also in the field of education and hasexpressed interest in __________.

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(E) The Investor showed interest in investing in the Companyby subscribing to [] Equity Shares (as defined below) in theCompany (together, the “Subscription Shares”) and purchase []Equity Shares of the Company from the Promoters (the “SaleShares”), on and subject to the terms and conditions containedherein, and the Investor has, subject as aforesaid, agreed topurchase the Sale Shares and subscribe to the SubscriptionShares and further the Company and the Promoters have, inconsideration of the aforesaid, agreed to provide to theInvestor, the rights contained herein.

(F) This Agreement sets out the agreement and relationshipbetween the Parties hereto and their rights and obligations inrelation to the investment in the Subscription Shares (definedbelow) by the Investor and other matters in connectiontherewith.

THE PARTIES HERETO AGREE as follows:

1. DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Agreement, including in the Recitals, and unlessthe context requires otherwise, the following words andexpressions shall have the following meanings:

“Accounts” means the balance sheet and cash flow statement ofthe Company and each of the Specified Subsidiaries as at theAccounts Date and the profit and loss account of the Companyand each of the Specified Subsidiaries in respect of theFinancial Year ended on the Accounts Date, together with anynotes, reports, statements or documents included in or annexedto them, all of which are certified by the auditors of theCompany and each of the Specified Subsidiaries and shallfurther include the unaudited financial statements of theSocieties as of the Accounts Date;

“Accounts Date” for the Company and each of the SpecifiedSubsidiaries means [March 31, 2011];

“Act” means the Indian Companies Act, 1956;

“Affiliate” means, in relation to any Person (the “Subject”),any Person controlled, directly or indirectly, by thatSubject, any Person that controls, directly or indirectly,that Subject, or any Person under common control with that

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Subject or, where the Subject is a natural Person, anyRelative (as such term is defined in the Act) of such Subject.For the purpose of this definition:

(i) “Control” (and all forms thereof) means the power todirect the management and policies of a Person,whether through the ownership of voting capital, bycontract or otherwise;

(ii) A holding or subsidiary company of any Person shall bedeemed to be an Affiliate of that Person; and

(iii) The Group Companies shall not be Affiliates of theInvestor Group;

Without limiting the generality of the foregoing, with respectto the Investor, “Affiliate” shall include any InvestorRelated Party;

“Agreement” means this agreement together with its Schedulesand Exhibits;

“Articles” means articles of association of the Company;

“Board” means the board of directors of the Company, and wherethe context so permits, including any duly appointed committeethereof from time to time;

“Business” shall have the meaning set out in Recital (A);

“Business Day” means a day (excluding Saturdays and Sundays) onwhich banks generally are open in [Hyderabad, India;Bangalore, India; Port Louis, Mauritius] for the transactionof normal banking business;

“Business Plan” means the business plan prepared by or onbehalf of the Promoters and the Company, including details ofoperations, financials, capital expenditure, and otherrelevant targets, and the documents annexed to that plan inAgreed Form [and annexed as [Error: Reference source not found]hereto];

“Completion” means the occurrence of the actions mentioned inClause ____;

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“Completion Date” shall have the meaning set out in Clause_____;

“Confidential Information” means all information disclosed bythe Company to the other Parties and designated as‘confidential’;

“Connected Person/Concern” of the Company includes:-

(i) any company under the same management (as defined bySection 370 (1-B) of the Act) as the Company;

(ii) any member, director, officer, key management employeeof the Company or any Affiliate of the Company;

(iii) the Promoters or any Affiliate of the Promoters;

(iv) any director of the Company or of any holding companyor Subsidiary of the Company or of any Affiliate ofthe Company;

(v) any trust in which the Company, the Promoters or anyAffiliate of the Promoters is a trustee orbeneficiary;

(vi) the entities mutually agreed between the Company andthe Investor as being Connected Persons/Concerns;

(vii) any firm or unlisted company in which the Company orthe Promoters or any director of the Promoters or theCompany is a partner, shareholder or director or hasany share, control or interest;

(viii) any listed company in which the Company, thePromoters, any director of the Company or thePromoters, or any Affiliate or partner of any suchdirector is a director or hold/s shares exceeding [5%]of the paid up equity share capital of such listedcompany;

(ix) Any company, the board of directors, the managingdirector or manager whereof acts or is accustomed toact in accordance with the directions or instructionsof the Board of Directors of the Company or thePromoters.

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“Consent” means any consent, approval, authorisation, waiver,permit, grant, franchise, concession, agreement, license,certificate, exemption, order, registration, declaration,filing, report or notice of, with, to, from or by any Person;

“Contract” means all loan agreements, indentures, letters ofcredit (including related letter of credit applications andreimbursement obligations), mortgages, security agreements,pledge agreements, deeds of trust, bonds, notes, guarantees,surety obligations, warranties, licenses, franchises, permits,powers of attorney, purchase orders, Leases, and otheragreements, contracts, instruments, obligations, offers,legally binding commitments, arrangements and understandings,written or oral;

“Effective Date” means the date of execution of thisAgreement;

“Encumbrance” means any encumbrance including, withoutlimitation, any claim, deed of trust, right of others,security interest, legal burden, title retention agreement,Lease, covenant, debenture, mortgage, pledge, charge,hypothecation, lien, deposit by way of security, bill of sale,option interest, proxy, beneficial ownership (includingusufruct and similar entitlements), encroachment, publicright, easement, common right, way leave, any provisional orexecutional attachment and any other interest held by a thirdparty or any agreement, arrangement or obligation to createany of the foregoing;

“Environmental Laws” means any Law, statute, rule,regulation, order, ordinance, decree, injunction, judgment,government restriction or any other requirement of law(including common law) regulating or relating to human health,safety, natural resources, noise or the environment,including, without limitation, laws relating to contaminationand the use, generation, management, handling, transport,treatment, disposal, storage, release or threatened release ofHazardous Substances;

“Equity Shares” means the equity shares of the Company havinga face value of [Rs. 10 (Rupees Ten only)] each;

“Equity Subscription Price” means a price of Rs. [] perEquity Share, aggregating to Rs. [] in respect of all EquityShares forming part of the Subscription Shares;

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“Events of Default” shall have the meaning set out in Clause_____;

“Exchanges” means the Bombay Stock Exchange Limited, theNational Stock Exchange of India Limited (including, in eithercase, any successor thereto) and any internationallyrecognised stock exchange or quotation system mutually agreedupon by the Company and the Investor;

“Financial Year” means a financial year commencing on 1 Apriland ending on 31 March in the immediately succeeding year;

“Fully Diluted Basis” means the assumption that all options,warrants or other securities or instruments convertible intoequity shares of any nature or any other rights to acquireEquity Shares or any other existing or future classes ofcapital of the Company have been exercised or converted, asapplicable, in full, regardless of whether any such options,warrants, convertible securities or instruments or otherrights are then vested or exercisable or convertible inaccordance with their terms;

“Governmental Authority” includes any nation or government,any state or other political subdivision thereof; any entity,authority or body exercising executive, legislative, judicial,regulatory or administrative functions of or pertaining togovernment, including, without limitation, any governmentauthority, agency, department, board, commission orinstrumentality of any nation or any political subdivisionthereof; any court, tribunal or arbitrator; and any self-regulatory organisation; and includes SEBI, recognised stockexchanges or quotation systems, the RBI and the FIPB;

“Governmental Approvals” means any consent, approval,authorisation, waiver, permit, grant, franchise, concession,agreement, license, certificate, exemption, order,registration, declaration, filing, report or notice of, withor to any Governmental Authority;

“Indebtedness” as applied to any Person, means, withoutduplication, (a) all indebtedness for borrowed money, (b) allobligations evidenced by a note, bond, debenture, letter ofcredit, draft or similar instrument, (c) that portion ofobligations with respect to capital leases that is properlyclassified as a liability on a balance sheet in conformitywith Generally Accepted Accounting Principles in India

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(“GAAP”), (d) notes payable and drafts accepted representingextensions of credit, (e) any obligation owed for all or anypart of the deferred purchase price of property or services,(f) all guarantees of any nature extended by such Person withrespect to Indebtedness of any other Person and (g) allindebtedness and obligations of the types described in theforegoing clauses (a) through (f) to the extent secured by anyEncumbrance on any property or asset owned or held by thatPerson regardless of whether the indebtedness secured therebyshall have been assumed by that Person or is non-recourse tothe credit of that Person;

“Intellectual Property Rights” means all patents, trademarks,service marks, logos, get-up, trade names, internet domainnames, rights in designs, copyright (including rights incomputer software) and moral rights, database rights, semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each casewhether registered or unregistered and including applicationsfor registration, and all rights or forms of protection havingequivalent or similar effect anywhere in the world which areheld or beneficially owned by, the Company;

“Investment Amount” means a sum of Rs. [], being the sum ofthe aggregate CCPS Subscription Price and the aggregate EquitySubscription Price and the aggregate Sale Price;

“Investor’s Consent” means the prior written consent of theInvestor;

“Investor Director” shall have the meaning set out in Clause____;

1.2 “Investor’s Shares” means the Equity Shares andother securities of the Company from time to time held by theInvestor and any Equity Shares or securities of the Company atany time acquired by the Investor so long as such EquityShares and securities are held by the Investor ;

“Law” includes all statutes, enactments, acts of legislatureor parliament, laws, ordinances, rules, bye-laws, regulations,notifications, guidelines, policies, directions, directivesand orders of any Government, statutory authority, tribunal,board, court or recognized stock exchange and, if applicable,international treaties and regulations;

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“Leases” means real property and equipment leases, sub-leases,licenses and occupancy agreements and notices;

“Litigation” includes any action, cause of action, claim,demand, suit, proceeding, citation, summons, subpoena, inquiryor investigation of any nature, civil, criminal, regulatory orotherwise, in law or in equity, pending or threatened, by orbefore any court, tribunal, arbitrator or other GovernmentalAuthority;

“Liquidation Event” means any dissolution, liquidation orWinding Up, insolvency, whether voluntary or involuntary, byan order of a court of competent jurisdiction;

“Liquidity Event” means a transaction or a series oftransactions, including, without limitation, a merger or otherform of corporate reorganization; any exercise of drag along,tag along or similar rights; strategic sale, which results inthe acquisition of substantial assets or securities (includingthe Investor’s Shares) of the Company in whole or in part, orresults in the acquisition of Control (either directly orindirectly) over the Company, by a third party and includesany other transaction or series of transactions in which theCompany’s shareholders do not own the majority of theoutstanding shares in the surviving entity and any sale,lease, licence or other transfer of all or substantially allof the Company’s assets or any such similar transaction butshall exclude the Scheme of Arrangement in Company PetitionNo. [●] pending before the High Court of Judicature of AndhraPradesh;

“Losses” mean all direct and actual, losses, claims, demands,liabilities, obligations, fines, expenses, royalties,Litigation, deficiencies, costs, and damages , includinginterests and penalties with respect thereto and out-of-pocketexpenses, including reasonable attorneys’ and accountants’fees and disbursements;

“Management Accounts” means the un-audited management accountsrelating to the Company [and the Specified Subsidiaries] drawnup to [] (the “Management Accounts Date”);

“Material Adverse Effect” means any, (a) event, occurrence,fact, condition, change, development or effect that is, or mayreasonably be, materially adverse to the valuation, business,

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operations, results of operations, financial condition ),properties (including intangible properties), assets(including intangible assets) or liabilities of the Company,any Subsidiary and/or the Business and / or the business ofthe Specified Subsidiaries which materially impairs theability of the Company, its Subsidiaries or the Promoters toperform their respective obligations hereunder; “MarketingInformation” means all information relating to the marketing ofany products or services, including customer names and lists,sales targets, sales statistics, market share statistics,marketing surveys and reports, marketing research and anyadvertising or other promotional material;

“Memorandum” means memorandum of association of the Company;

“Organisational Documents” means the certificate ofincorporation, charter, bylaws, Memorandum and Articles,articles of formation, regulations, operating agreement,certificate of limited partnership, partnership agreement, andall other similar documents, instruments or certificatesexecuted, adopted, or filed in connection with the creation,formation, or organisation of a Person, including anyamendments thereto;

“Parties” means the parties to this Agreement (and “Party”shall be construed accordingly);

“Pension Scheme” means the existing schemes provided by theCompany for the benefit of the employees of the Company andlisted in paragraph [to be inserted] of the Disclosure Letter;

“Permission” means any planning permission, approval or otherequivalent Consent, authorisation or licence given or deemedto be given pursuant to Planning and Zoning Legislation andincludes all conditions attached to it;

“Person(s)” means any individual, sole proprietorship,unincorporated association, unincorporated organisation, bodycorporate, corporation, company, partnership, unlimited orlimited liability company, joint venture, Government Authorityor trust or any other entity or organisation ;

“Properties” means the leasehold and / or freehold propertiesof the Company and the Specified Subsidiaries and described inError: Reference source not found;

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“RBI” means the Reserve Bank of India;

“Representatives” means, as to any Person, its accountants,counsels, consultants (including actuarial, and industryconsultants), officers, directors, employees, agents and otheradvisors;

“Required Governmental Approvals” means such GovernmentalApprovals, if any, as may be necessary or advisable for theacquisition of the Investor’s Shares by the Investor on theterms contained herein and the consumation of the transactionscontemplated herein, including, without limitation, anyGovernment Approvals which are granted automaticallycontingent upon requisite filing of specified documents and/orreports being made;

“Sale Price” means the sale price for the Sale Shares, beingRs. [] per Sale Share and aggregating to Rs. [];

“SEBI” means the Securities and Exchange Board of India;

“Shareholders’ Meeting” shall have the meaning set out inClause ____;

“Subscription Shares” shall have the meaning set out in_________;  

“Subsidiaries” shall have the meaning given to such term inthe Act and for the purposes of the Company shall include thefollowing entities, namely (i) ______________ and shallfurther include future subsidiaries of the Company;

“Tax” or “Taxation” means any central, federal, state, local orforeign income, alternative, minimum, accumulated earnings,personal, holding company, franchise, share capital, profits,windfall profits, gross receipts, sales, use, value added,transfer, registration, transaction, documentary, recording,listing, stamp, premium, excise, customs, severance,environmental, real property, personal property, ad valorem,occupancy, license, occupation, wage, withholding, providentfund, insurance, gratuity, employment, payroll, socialsecurity, disability, workers’ compensation, withholding,dividend or other similar tax, duty, fee, contribution, levy,impost, assessment or other governmental charge ordeficiencies thereof (including all interests, surcharges,

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fines and penalties thereon and additions thereto) due,payable, levied, imposed upon or claimed to be owed;

“Transfer” includes any transfer, assignment, sale, pledge,disposal, lease or Encumbrance;

“Warranties” means the representations and warranties providedby the Company and the Promoters, and set out in Clause_______hereto;

“Winding Up” means any voluntary or involuntary liquidation,dissolution or winding up of the Company as defined in theAct; and

1.3 INTERPRETATION

1.4 In this Agreement, unless the context requires otherwise:

(i) the headings are inserted for ease of reference onlyand shall not affect the construction orinterpretation of this Agreement;

(ii)references to one gender include all genders;

(iii) any reference to any enactment of statutoryprovision is a reference to it as it may have been, ormay from time to time be, amended, modified,consolidated or re-enacted (with or withoutmodification) and includes all instruments or ordersmade under such enactment;

(iv)words in the singular shall include the plural andvice versa;

(v) any reference to Clause, Schedule or Appendix shall bedeemed to be a reference to a Clause, Schedule orAppendix of this Agreement;

(vi)references to an “agreement” or “document” shall beconstrued as a reference to such agreement or documentas the same may have been amended, varied,supplemented or novated in writing at the relevanttime in accordance with the requirements of suchagreement or document and, if applicable, of thisAgreement with respect to amendments.

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(vii) any reference to a Party to this Agreement shallinclude, in the case of a body corporate, referencesto its successors and permitted assigns and in thecase of a natural person, to his or her heirs,executors, administrators and legal representatives,each of whom shall be bound by the provisions of thisAgreement in the same manner as the Party itself isbound;

(viii) any reference in this Agreement to an amount in USDollars shall include its market rate equivalent(using official RBI published rates) at thecommencement of business on the relevant date inIndian Rupees;

(ix)any reference to a document in “Agreed Form” is to adocument in a form agreed between Company and theInvestor and initialled for the purpose ofidentification by or on behalf of each of them (ineach case with such amendments as may be agreed by oron behalf of the Parties);

(x) "in writing" or "written" includes any communicationmade by letter or facsimile or e-mail;

(xi)the words “hereby,” “herein,” “hereof,” “hereunder”and words of similar import refer to this Agreement asa whole (including any Schedules and Exhibits hereto)and not merely to the specific article, Clause orparagraph in which such word appears;

(xii) the words "include", "including" and "in particular"shall be construed as being by way of illustration oremphasis only and shall not be construed as, nor shallthey take effect as, limiting the generality of anypreceding words;

(xiii) where a wider construction is possible, the words"other" and "otherwise" shall not be construed ejusdemgeneris with any foregoing words; and

(xiv) “securities” has the meaning given to it in theSecurities Contracts (Regulation) Act, 1956.

1.5 No provisions of this Agreement shall be interpreted infavour of, or against, any Party by reason of the extent

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to which such Party or its counsel participated in thedrafting hereof or by reason of the extent to which anysuch provision is inconsistent with any prior drafthereof.

2. AGREEMENT TO INVEST IN THE SECURITIES OF THE COMPANY AND USE OF PROCEEDS

Subscription to Equity Shares and purchase of the Sale Shares

2.1 On and subject to the terms and conditions contained inthis Agreement, and subject to the fulfilment of theConditions Precedent to the satisfaction of the Investorin its discretion, or waiver or extension by theInvestor of one or more Conditions Precedent, theInvestor agrees, on the First Completion Date tosubscribe to, and the Company shall issue and allot tothe Investor:

(i) ______________ Equity Shares of the Companyranking pari passu in all respects with the existingEquity Shares, including as to entitlement todividends, at Rs. _________ (Rupees_____________only) per Equity Share (aggregating to Rs.__________only) all together aggregating to Rs. [](Rupees [] only) (“Subscription Price”).

On the Completion Date, upon issue and allotment of theSubscription Shares to the Investor, the SubscriptionShares shall represent [___%] of the total issued sharecapital of the Company on a Fully Diluted Basis inaccordance with the terms and conditions of the Agreement.

2.2 The above subscription and purchase may be made in one ormore tranches, at such times and in such proportions, asmutually determined by the Investor and the Company and/orthe Promoters. The provisions of Clause _______ shallapply mutatis mutandis in respect of each tranche, so thatreferences therein to the Subscription Shares, Sale Sharesand the Subscription Price and Sale Price shall be deemedto be references to the concerned tranche of theSubscription Shares and the Subscription Price and of theSale Shares and the Sale Price.

2.3 In consideration of the Investor having agreed tosubscribe to the Subscription Shares and purchase the Sale

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Shares on the terms and conditions contained herein andfor other good, valuable and valid consideration,including the Investment Amount, the receipt of which theCompany and the Promoters hereby acknowledge, the Companyand the Promoters agree to provide the Investor with therights as set out in this Agreement.

2.4 The Equity Shares allotted to the Investor shall at alltimes rank pari passu with the existing Equity Shares of theCompany with respect to all rights, but not limited tovoting rights, dividends and rights issuance.

3. COMPLETION

3.1 On the Completion Date _______, the Investor shall giveinstructions to its bankers to remit the SubscriptionPrice to the bank account of the Company by way of wiretransfer, the details of which are set out below (“CompanyAccount”):

Name of the Bank:Account Name:Account Number:IFSC Code: (ifapplicable)

3.2 Each of the Promoter Account and the Company Account shallbe a “no-lien” account and the Company shall have providedirrevocable instructions to the bank (such instructions tobe in a form satisfactory to the Investor) that:

(i) the Investment Amount deposited therein shall not bedebited from the Company Account or the PromoterAccount until the Investor has confirmed the receiptof the relevant board resolution(s) issuing andallotting the Subscription Shares to the Investorand the duly stamped and validly issued sharecertificates representing the Subscription Shares(issued in the name of the Investor) to the Companyand the receipt of the share certificatesrepresenting the Sale Shares as endorsed in favourof the Investor from the Company; and further

(ii)in the event that the Investor does not confirm thereceipt of the relevant board resolution(s) issuingand allotting the Subscription Shares to the

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Investor and the duly stamped and validly issuedshare certificates representing the SubscriptionShares (issued in the name of the Investor) andreceipt of the share certificates representing theSale Shares as endorsed in favour of the Investor tothe Company , and the Investor informs the Companythat the Investor desires to withdraw itsinvestment, then, the Company shall ensure thattheir bankers shall promptly return the InvestmentAmount deposited in the Company Account and in thePromoter Account to the Investor, subject to suchGovernmental Approvals as may be required (whichapprovals shall be promptly procured by the Companyand the Promoters), and further subject to anyexpenses incurred on account of such return.

3.3 The Company shall hold a meeting of its Board, at whichthe following shall be resolved in Agreed Form:

(i) The transfer of the Sale Shares to the Investorshall be approved;

(ii) the Investor shall be allotted and issued theSubscription Shares;

(iii) the issue of share certificates representingthe Subscription Shares to the Investor shall beapproved;

(iv) the name of the Investor shall be entered inthe register of members maintained by the Company asthe holder of the Subscription Shares;

(v) The nominee of the Investor shall be appointedas a director on the Board of the Company andCommittees of the Board in accordance with Clause____ (Investor Director); and

3.4 The Company shall, and the Promoters shall procure thatthe Company shall duly issue and allot the SubscriptionShares to the Investor and deliver to the Investor theshare certificates representing the Subscription Shares inthe name of the Investor simultaneously with the transferof the Investment Amount, on the Completion Date.

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3.5 The name of the Investor shall be entered in the Registerof Members of the Company as the holder of the EquityShares and the Subscription .

3.6 The Equity Shares forming part of the Subscription Sharesand the Equity Shares to be issued shall rank pari passu withthe remaining Equity Shares of the Company in allrespects, including with respect to entitlement todividend.

3.7 The Company shall be responsible for the payment of anyTaxes related to the allotment, stamp duties or othersimilar Taxes attributable to the execution of thisAgreement, and the issuance and allotment of theSubscription Shares to the Investor, and the Promotershall be responsible for all stamp duties on the transferof the Sale Shares to the Investor.

3.8 The Company and the Promoters shall severally indemnifythe Investor against and in respect of their respectivedefaults, if any, of this Clause _____.

4. POST COMPLETION ACTIVITIES AND REQUIRED GOVERNMENT APPROVALS

Post Completion Activities and Conditions Subsequent

4.1 The Company shall as soon as reasonably possible, and inany event within [] ([]) days from the Completion Date:

(i) file with the Registrar of Companies, [], all therequisite form(s) in connection with the issuance andallotment of the Equity Shares constituting theSubscription Shares to the Investor;

(ii) file with the Registrar of Companies, [], allrequisite forms in connection with the appointment ofthe Investor Director and the alternate director tothe Investor Director;

Required Government Approvals

4.2 The Company and the Promoters shall procure andpromptly obtain all required Governmental Approvals andshall furnish certified true copies thereof to theInvestor.

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5. REPRESENTATIONS AND WARRANTIES OF COMPANY

Warranties

5.1 The Company and the Promoters, jointly and severally,represent and warrant to the Investor, as on the EffectiveDate and as on Completion that each of the Warranties,subject to the corresponding disclosure set forth in theDisclosure Letter and any actual or constructiveknowledge or investigation on the part of any of theInvestor or any of its/their agents, Representatives,officers, employees or advisers, is and will be true andcorrect in all respects, and acknowledge that the Investorhas entered into this Agreement in reliance upon theWarranties being true in all respects.

5.2 Each of the Warranties shall be construed as a separateand independent warranty and (save as expressly providedto the contrary herein) shall not be limited, restrictedor modified by reference to or inference from the terms ofany other Warranty.

5.3 The Company and the Promoters undertake to notify theInvestor in writing promptly if they become aware of anyfact, matter or circumstance (whether existing on or priorto the Effective Date or arising afterwards) which wouldcause any of the Warranties given by them, to becomeuntrue or inaccurate or misleading in any respect. TheCompany and each of its Subsidiaries shall not and thePromoters shall cause the Company and its Subsidiaries tonot, do, allow or procure any act or omission which wouldconstitute a breach of any of the Warranties as if theywere given at the Completion or which would make any ofthe Warranties untrue, inaccurate or misleading as if theywere so given (except only as may be necessary to giveeffect to this Agreement).

5.4 .

5.5 Where any statement in this Clause ___, or elsewhere inthis Agreement is qualified by the expression "so far as therelevant Warrantor / any Party is aware" or "to the best of the relevantWarrantor's / Party’s knowledge, information and belief" or any similarexpression, that statement shall be deemed to include anadditional statement that it has been made after due andcareful enquiry where possible.

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Indemnity

5.6 Subject to the contents of the Disclosure Letter, theCompany, and the promoters hereby jointly and severally,indemnify, defend and hold harmless, the Investor, hisagents and employees (“Indemnified Parties”), from andagainst, and pay or reimburse the Indemnified Parties forany and all Losses, relating to or arising out of or inconnection with:

(i) Any material breach of any Warranty;

(ii)Material breach, default, or violation of anycovenant or agreement in this Agreement;

(iii) any liabilities of Company or any of itsSubsidiaries or any of the Societies not disclosedto the Investor in the Accounts prior to theexecution of this Agreement;

(iv)any default or gross negligence or wilful misconductor fraud on the part of the Promoters, the Companyor its Subsidiaries or any of the Societiesresulting in a material breach of any terms of theAgreement;

(v) this Agreement and any and all costs and expensesincurred by the Investor in respect of a claim underthis Indemnity.

5.7 The Company and promoters hereby jointly and severally,indemnify, defend and hold harmless, , each of theIndemnified Parties from and against and pay or reimbursethe Indemnified Parties for, any and all Losses relatingto or arising out of or in connection with any actualclaim, legal action, proceeding, suit, litigation,prosecution, arbitration, enquiry or mediation (together“Claim”) by or against any Indemnified Party, where theClaim relates to any event, matter or circumstance arisingor existing in relation to Company, any of itsSubsidiaries, prior to Completion and/or relating to orarising out of claims made by third parties orGovernmental Authority relating to the ownership ofsecurities of Company and/or relating to or arising out ofany breach of this Agreement.

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5.8 The Company and the promoters shall jointly and severallyindemnify the Investor Director and the funds representedby such Investor Director against all Losses suffered bythem in the discharge of their duties, excluding Lossesincurred on account of fraud, negligence or misconduct onthe part of such Investor Director but including, interalia, Losses suffered as a result of :

(i) any act, omission or conduct of or by Company, thePromoters or their employees or agents (includingany action taken prior to investment by the Investorin the Company) as a result of which, in whole or inpart, any Investor Director is made a party to, orotherwise incurs any Losses pursuant to, any action,suit, claim or proceeding arising out of or relatingto any such conduct; or

(ii)

(iii) any action or failure to act undertaken by anInvestor Director at the request of or with theconsent of the Company or any of the Promoters,other than the decision of the Investor Director toexercise his voting rights at a meeting of theBoard; or

(iv)contravention of any Law relating to, inter alia,[provident fund, gratuity, labour, environment andpollution, and any action or proceedings takenagainst an Investor Director in connection with anysuch contravention or alleged contravention.

5.9 The Investor shall be entitled, in its absolutediscretion, to take such action as it may deem necessaryto avoid, dispute, deny, resist, appeal, compromise orcontest or settle any claim (including without limitation,making claims or counterclaims against third parties).

5.10The indemnification rights of the Investor under thisAgreement are independent of, and in addition to, suchother rights and remedies as the Investor may have at Lawor in equity or otherwise, including the right to seekspecific performance, rescission, restitution or otherinjunctive relief, none of which rights or remedies shallbe affected or diminished thereby.

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5.11Notwithstanding the foregoing, the liability of theCompany and promoters under this Clause _____ shall belimited as set out below:

(i) Exclusion of Claims:

(ii) The Company and the Specified Subsidiaries shall haveno liability in respect of any matter, act, omissionor circumstances: (i) expressly contemplated in thisAgreement or which arise from performance of theobligations of the Company and/or the Promoters ascontained in this Agreement in accordance with theterms hereof; (ii) which have arisen as a result ofthe Company and/or the Promoters having acted inaccordance with any written instructions of theInvestor provided in terms of this Agreement includingbut not limited all matters in relation to which, theInvestor has voted in the affirmative either throughthe Investor Director at a meeting of the Board orthrough an authorized representative of the Investorat meetings of the shareholders of the Company.

(iii) No Double Counting

5.12 The Investor shall not be entitled to paymentof any claim more than once, provided however that ifany additional Loss is caused as a result of the samefacts and circumstances, the Investor shall beentitled to make a claim under this Clause [●] forsuch additional Loss.

(i) General Exclusions

5.13 The Company and its promoters shall have noliability in respect of any claim to the extentarising from:

(A) the passing of, or change in, after the date ofexecution of this Agreement, any Law, regulationor rule of any Governmental Authority or anyincrease in the rate of Taxes or any impositionof Tax not in effect on the date of execution ofthis Agreement.

(B) a change after the Completion in any accountingpolicy, practice and methods used by the Company

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approved by the Investor in accordance with theprovisions of this Agreement.

5.14 Nothing contained in this Clause [●] shall apply toa breach of the representations and Warranties by the Companyand/or the Promoters.

5.15The liability of the Company and/or the SpecifiedSubsidiaries arising under the Clause [●] as a result of abreach of representations and Warranties shall be limitedas set out below:

(i) Survival of Representations and Warranties:

(ii) The Company and/or the Promoters shall be liable toindemnify the Indemnified Persons in relation to anyclaims only if notice of such claim has been given inaccordance this [●] before the expiry of the periodsmentioned herein below:

(A) All claims in respect of claims pertaining to abreach of any Warranties pertaining to Tax ([insertreference of warranties pertaining to Tax]), shallbe made prior to the expiry of [●] years from theCompletion;

(B) All claims in relation to a breach of all otherWarranties can be made at any time prior to theexpiry of 4 years from the Completion.

(iii) Financial Limitations

5.16The Company and/or the Specified Subsidiaries shallhave no liability in respect of a claim made by theInvestor under Clause [●] in respect of any claimarising from any single circumstance if the amount ofthe claim does not exceed INR [●] ([in words]) save andexcept that claims relating to a series of connectedmatters shall be aggregated for this purpose.

5.17The maximum aggregate liability of the Company andthe Specified Subsidiaries (cumulatively) shall notexceed 50% (fifty per cent) of the Investment Amount (orany portion thereof at the time of determination) in anycircumstances.

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5.18The Company and/or the Specified Subsidiaries shall beliable for the payment of any indemnity claim under thisClause [●] only after the Company and/or the SpecifiedSubsidiaries have had an opportunity to defend such claimfully and effectually and after a court of competentjurisdiction has passed a final order regarding suchliability or claim.

6. INVESTOR DIRECTOR

6.1 The Board of the Company shall at all times comprise amaximum of _____ (_____) directors of whom the Promotersshall be entitled to appoint and maintain in office _____(_________) directors and the Investor shall be entitledto appoint and maintain in office at all times during thesubsistence of this Agreement, 1 (one) non-retiringdirector (and to remove from office any director soappointed and to appoint another director in the place ofthe director so removed, from time to time) on the Board(“Investor Director”). To the extent permissible by Law,the appointment of the Investor Director shall be bydirect nomination by the Investor and any appointment orremoval under this Clause shall, unless the contraryintention appears, take effect from the date it isnotified to the Company in writing. If Law does not permitthe person nominated by an Investor to be appointed as adirector of the Company merely by nomination by theInvestor, Company and the Promoters shall ensure that theBoard forthwith (and in any event within 15 (fifteen)Business Days of such nomination or at the next Boardmeeting, whichever is earlier) appoints such person as adirector of the Company and further that, unless theInvestor changes or withdraws such nomination, such personis also elected as a director of the Company at the nextgeneral meeting of the shareholders of the Company.

6.2 Notwithstanding that any Investor Director may be anindependent director (as such expression is defined in anylisting agreement which may be entered into at any timebetween the Company and the Exchanges), the InvestorDirector shall not be construed or counted by the Companyas an independent director for the purpose of determiningthe number of independent directors which the Company isrequired to have on its board by any listing agreement.

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6.3 Without prejudice to the above, the Company and thePromoters agree to exercise all powers and rightsavailable to them so as to fix the number of directors inaccordance with this Clause 6. and to ensure that thepersons nominated by the Investor are expeditiouslyappointed or removed (as the Investor may specify) asdirectors of the Company and the appointments and removalsreferred to in this Clause 6. result in the personsnominated / appointed or removed becoming or ceasing to bedirectors of the Company.

6.4 The Investor Director shall not be required to hold anyEquity Shares or securities of the Company in order toqualify as a director of the Company.

6.5 The Investor Director shall be a member of, or, at theoption of the Investor, an invitee, on all the committeesconstituted by the Board. The provisions of this Clause ___shall apply to all committees of the Board in the samemanner as they apply to the Board.

6.6 Any appointment of external professionals / sector expertsas independent directors on the Board of the Company shallrequire the Investor’s Consent.

6.7 Subject to the relevant provisions of the Act, the Companyshall pay the Investor Director all out of pocket expenses(including international air fares) incurred by theInvestor Director in order to attend shareholder, board,committee and other meetings of the Company or otherwiseperform their duties and functions as directors of theCompany or members of any committee of the Company.

6.8 The Company shall maintain director’s liability insurancefor a sufficient amount and on terms satisfactory to theInvestor.

7. INFORMATION RIGHTS2

7.1 The Company shall maintain true books and records ofaccount in which full and correct entries shall be made ofall its business transactions pursuant to a system ofaccounting established and administered in accordance withapplicable Law, and shall set aside on its books all suchproper accruals and reserves as shall be required under

2

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applicable Law. The Company shall provide to theInvestor, and to any Director of the Company (includingthe Investor Director), such information as they mayrequest, including without limitation:

(i) within 30 (thirty) days after the end of each month,monthly management review detailing key operationalperformance indicators and statistics;

(ii) within 30 (thirty) days after the end of eachquarter, unaudited consolidated statements of income,statements of changes in shareholders’ equity andstatements of cash flows of the Company and itsSubsidiaries for such quarter, and an unauditedconsolidated balance sheet as of the end of suchquarter;

(iii) within 45 (forty five) days after the end of each halfyearly period, unaudited consolidated statements ofincome, statements of changes in shareholders’ equityand statements of cash flows of the Company and itsSubsidiaries for such half yearly period, and anunaudited consolidated balance sheet as of the end ofsuch half yearly period;

(iv) within 45 (forty five) days after the end of eachfiscal year, unaudited consolidated statements ofincome, statements of changes in shareholders’ equityand statements of cash flows of the Company and itsSubsidiaries for such year and an unauditedconsolidated balance sheet as of the end of such year;

(v) within 90 (ninety) days after the end of each fiscalyear, audited consolidated statements of income,statements of changes in shareholders equity andstatements of cash flows of the Company and itsSubsidiaries for such year and an audited consolidatedbalance sheet as of the end of such year andaccompanied by the report of an independent certifiedpublic accountant of recognized standing;

(vi) within 30 (thirty) days prior to the end of eachfiscal year, a budget for the next fiscal yearincluding operating and capital budgets and such otherinformation requested by the Investor in respect ofthe Company and its Subsidiaries;

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(vii) minutes of board, committees and shareholders’meetings of the Company and its Subsidiaries within 15(fifteen) days of the occurrence of such events;

(viii) promptly details of material adverse changesaffecting the business, operations, condition(financial or otherwise), prospects, results ofoperations, properties, assets or liabilities of theCompany and its Subsidiaries;

(ix) other relevant material information including businessplans, capital expenditure budgets and managementreporting information apart from that set forth above,in respect of the Company and its Subsidiaries;

(x) such other financial and accounting reports andinformation as mutually agreed;

(xi) details of any Litigation (including any winding-upproceedings or notices under any enactment orregulation), proceedings or material dispute oradverse changes [(with an impact of greater than [10%]of the Company’s profit after tax in the immediatepreceding fiscal year)] that impedes or which islikely to adversely affect its business or assets orotherwise; and

7.2 Upon the listing of the Equity Shares on any of theExchanges, the Company shall, prior to providing anyunpublished price sensitive information to the Investor,ensure that such information is published by disclosingthe same in accordance with Law.

7.3 The Company and the Promoters shall give full access tothe Investor and its authorised Representatives to visitand inspect all properties, assets, corporate, financialand other records, reports, books, contracts andcommitments of the Company, and to discuss and consult onits business, actions plans, budgets and finances with thedirectors and executive officers of the concerned companyand to review and take copies of any suchdocuments/information at the Investor’s discretion, uponreasonable notice. All costs incurred in connection withsuch inspection shall be borne by the Investor.

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7.4 The Company shall obtain the prior approval of the Boardof Directors of the Company on an annual basis to thefollowing budgets:

(i) Estimated sources and application of funds.

(ii)Estimated profit and loss account.

(iii) Estimated balance sheet.

(iv)Projected cash flow.

(v) Detailed assumptions underlying for the above.

8. RESERVED MATTERS

8.1 No action or decision relating to any of the ReservedMatters (as contained in Schedule ----) shall be taken(whether by the Board, any committee, the shareholders ofCompany, its Subsidiaries, or any of their respectiveemployees, officers or managers) unless the Investor’sConsent is obtained for such action or decision.

9. EXERCISE OF RIGHTS

9.1 Without prejudice to the other provisions of thisAgreement, the Promoters and the Company agree to exerciseall powers and rights available to them (including theirvoting rights and their rights as and in respect ofdirectors) in support of the provisions of this Agreementand so as to procure and ensure that the provisions ofthis Agreement are complied with in all respects by theCompany, the Promoters, the Specified Subsidiaries if any.

9.2 The Promoters shall vote or cause to be voted all EquityShares bearing voting rights beneficially owned by suchshareholder at any annual or extraordinary meeting ofshareholders of the Company (the “Shareholders’ Meeting”)or in any written consent executed in lieu of such ameeting of shareholders (the “Written Consent”), and shalltake all other actions necessary, to give effect to theprovisions of this Agreement. In addition, the Promotersshall vote or cause to be voted all Equity Sharesbeneficially owned by such shareholder at anyShareholders’ Meeting or act by Written Consent withrespect to such Equity Shares, upon any matter submittedfor action by Company’s shareholders or with respect to

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which such shareholder may vote or act by Written Consent,in conformity with the specific terms and provisions ofthis Agreement and the Restated Articles.

9.3 The provisions of this clause shall mutatis mutandisapply to the Promoter in relation to the Societies.

10. DEALINGS IN SECURITIES

Transfer of Investor’s shareholding

10.1The Subscription Shares allotted to the Investor shall be,when allotted and issued, free from all Encumbrances.Further, the Investor shall not be required to Encumberits Equity Shares in the Company, or provide anyguarantee, recourse or any other support to any Person,including, to any banks or financing institutionsproviding credit facilities to the Company. Provided thatuntil the shares of the Company are not listed on anystock exchange, the Investor shall not Transfer its EquityShares to any of the following: [ ]

10.2Subject to Clause _____ above, the Investor shall beentitled to Transfer or in any other manner deal with allor any part of Investor’s Shares in the Company (includingany beneficial interest thereto), together with any of itsrights and/or obligations hereunder, at any time to anyPerson including its Affiliates without any restrictionswhatsoever provided however that any such Transfer shall besubject to the Promoters’ right of first refusal pursuantto Clause [●] below and further subject to such Transfernot being in favour of a competitor of the Company. Therestriction herein shall however not apply to anyTransfers to Affiliates of the Investor or pursuant to orafter a QIPO or OFS or ;

10.3Subject only to this Clause _________and Clause ____ (Assignment):

(a) The Equity Shares of the Company held by theInvestor shall not be subject to any lock-in at anypoint of time under any circumstances and, will befreely Transferable and tradable, excepting to acompetitor of the Company;

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(b) The Investor, at its sole discretion, shall have theright to Transfer their Equity Shares (subject to therestriction on Transfer to a competitor of theCompany), without any restrictions and together withany and all rights and obligations under theAgreement, to any other Person, including, to otherfinancial and/or strategic investors and the Partiesshall enter into a deed of assumption and assignmentto give effect this provision upon such transfer.

Right of First Refusal

10.4In the event that the Promoter/s (excepting in case of anyinter-se sale between Promoters, their Affiliates orbetween the Promoter/s and their Affiliate/s) or theInvestor intends to sell all or any of their shareholdingin the Company (“Selling Party”), the Investors or thePromoters as the case may be (“Non-Selling Party”) shallhave a right of first refusal to purchase the whole or anyof the shares of the Company that are proposed to be sold(“Sale Securities”), which shall be exercised inaccordance with the following procedures:

(a) the Selling Party shall first give a written notice( ”Offer Notice”) to the Non-Selling Party.  The OfferNotice shall state:

(i) (i) the number of shares of the Company proposedto be Transferred (“Offered Shares”);

(ii)(ii) the name and address of the proposedtransferee;

(iii) (iii) the proposed price, including theproposed amount and form of consideration and termsand conditions offered by such proposed transferee(“Offer Price”);

(b) if the Non-Selling Party has, within 45 Days of thereceipt of the Offer Notice (“Offer Period”), notifiedthe Selling Party that it wishes to purchase all (andnot less than all) the Offered Shares (“ResponseNotice”), then the Non-Selling Party shall pay thepurchase price for, and accept a transfer of, theOffered Shares and the Selling Party shall, on receiptof the purchase price, transfer such Offered Shares to

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the Non-Selling Party.  Such payment and transfer shallbe completed within 30 (thirty) days of the ResponseNotice. ;

(c) in the event the Non-Selling Party does not delivera Response Notice to the Selling Party prior to theexpiry of the Offer Period or does not elect to purchaseall the Offered Shares, then, upon the expiry of theOffer Period, the Selling Party shall be entitled tosell and transfer the Offered Shares to the proposedtransferee mentioned in the Offer Notice on the sameterms and conditions and for the same consideration asis specified in the Offer Notice.[TBD]

Tag Along Right

10.5If one or more of the Promoters or its Affiliates, as thecase may be, propose to Transfer Equity Shares held bythem in the Company to a third party, then, suchPromoter/s or its Affiliate/s shall first give a writtennotice (hereinafter referred to as ”Offer Notice”) to theInvestors.  The Offer Notice shall state:

(i) the number of Equity Shares proposed to beTransferred (hereinafter referred to as the ”OfferedShares”) and the number and class of Equity Shares thePromoter and its Affiliates own at that time on anundiluted basis,

(ii) the name and address of the proposed transferee,

(iii) the proposed price, including the proposed amountand form of consideration and terms and conditions ofthe proposed Transfer,

(iv) the proposed date of consummation of the proposedTransfer,

(v) a representation that the proposed transferee hasbeen informed of the “tag-along” rights provided forin this Agreement and has agreed to purchase all theEquity Shares required to be purchased in accordancewith the terms of this Schedule, and

(vi) a representation that no consideration, tangible orintangible, is being provided, directly or indirectly,to the Promoter or its Affiliates that will not be

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reflected in the price paid to an Investor on exerciseof its tag-along rights hereunder.  

10.6In the event that the proposed consideration for theTransfer includes consideration other than cash, the OfferNotice shall include a calculation of the fair marketvalue of such consideration and an explanation (inreasonable detail) of the basis for such calculation.  Thetotal value of the consideration for the proposed Transfer(as determined in accordance with this paragraph) isreferred to herein as the “Offer Price”. Such notice shallbe accompanied by a certified true and complete copy ofall documents constituting and relating to the agreementbetween the Promoter and/or the Affiliate and the proposedtransferee regarding the proposed Transfer;

10.7The Investor(s) shall be entitled to respond to the OfferNotice by serving a written notice (the “Response Notice”)on the Promoter prior to the expiry of 30 (thirty)Business Days from the date of receipt of the Offer Notice(“Offer Period”) requiring the Promoter/s to ensure that,the proposed transferee of the Offered Shares alsopurchases such number of the Equity Shares as mentioned inthe Response Notice at the same price and on the sameterms as are mentioned in the Offer Notice, except thatthe Investor(s) shall not be required to provide anyrepresentations or warranties, other than in respect ofits title to such Equity Shares, to the transferee.

10.8The Promoter shall ensure that, along with the OfferedShares, the proposed transferee also acquires the EquityShares specified in the Response Notice for the sameconsideration and upon the same terms and conditions asapplicable to the Offered Shares, provided that theInvestor(s) may choose to receive the cash equivalent ofany such consideration which is in a form other than cash(as notified, agreed or determined above for inclusion inthe Offer Price) and the Investor(s) shall not be requiredto provide any representations or warranties to theproposed transferee except in respect of its title to itsEquity Shares . The Promoter and its Affiliates shall notbe entitled to Transfer any of the Offered Shares to anyproposed purchaser/transferee unless the proposedpurchaser/transferee simultaneously purchases and pays forthe required number of Equity Shares mentioned in the

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Response Notice in accordance with the provisions of this[●]. Such sale shall be completed within 90 (ninety) daysof the expiry of the Offer Period;

10.9In the event the Investor(s) does not deliver a ResponseNotice to the Promoter prior to the expiry of the OfferPeriod, the Promoter and/or the Affiliates shall beentitled to Transfer the Offered Shares to the proposedtransferee mentioned in the Offer Notice on the same termsand conditions and for the same consideration as isspecified in the Offer Notice.. If completion of theTransfer to the proposed transferee does not take placewithin the period of 45 (forty five) days following theexpiry of the Offer Period, the Promoter’s right to sellthe Offered Shares to such third party shall lapse and theprovisions of this Clause [●] shall once again apply tothe Offered Shares.

10.10 The Tag Along Rights of the Investor are subject tothe waiver of the non-disposal undertaking by the Investorand would terminate 6 (six) months after the closing of aQIPO.

11. GENERAL PROVISIONS PERTAINING TO SHARE TRANSFERS

11.1The Parties agree that the Transfer restrictions on thePromoters in this Agreement and/or in the OrganisationalDocuments of the Company shall not be capable of beingavoided by the holding of Equity Shares or securitiesindirectly through a company or other entity (or one ormore companies or entities either alone or together in anycombination or under Contract) that can itself (or thesecurities in it) be sold in order to Transfer an interestin Equity Shares or securities free of restrictionsimposed under this Agreement and the OrganizationalDocuments. Any Transfer, issuance or other disposal ofany securities (or other interest) resulting in any changein the control, directly or indirectly, of the Promoters,or of any Affiliate of the Promoters which holds, directlyor indirectly, any Equity Shares, shall be treated asbeing a Transfer of the Equity Shares held by thePromoters, and the provisions of this Agreement and theOrganisational Documents that apply in respect of theTransfer of Equity Shares shall thereupon apply in respectof the Equity Shares so held.

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11.2Where an Investor requires prior legal, governmental,regulatory or shareholder Consent or approval(“Approvals”) for an acquisition or disposal of EquityShares pursuant in accordance with Clause [13] then,notwithstanding any other provision of this Agreement theInvestor shall only be obliged to acquire or dispose ofEquity Shares once such Approvals are obtained, and theParties shall use their reasonable endeavours to obtainany such required approvals. Any period within which aTransfer of Equity Shares by or to the Investor has to becompleted shall be extended by such further period as isnecessary for the purpose of obtaining the aboveApprovals. Provided that:

(a) if any of the Approvals are finally withheld ordeclined then the Investor shall be deemed not to haveoffered to purchase or sell the Equity Shares; and

(b) if any of the Approvals required to be obtained by aPerson (other than the Investor) are not obtainedwithin [6 (six)] months of the date of the relevantnotice giving effect to the Transfer, then theInvestor shall be free to sell the relevant EquityShares to any other Person.

11.3Any Transfer or attempted Transfer of any Equity Shares orsecurities of the Company in violation of this Agreementshall be void, no such Transfer shall be recorded on theCompany’s register and the purported transferee of anysuch Transfer shall not be treated as a shareholder.

11.4Subject to any applicable Laws, the Company must registera transfer of any Equity Shares or securities made incompliance with this Agreement.

11.5Notwithstanding anything contained herein, there shall beno restriction on Transfer of shares by any of the Partiessubsequent to the listing of the shares of the Company.

12. OTHER EXIT OPTIONS

Buy back

12.1At any time after the expiry of 6 months from the QIPODeadline Date, the Investor shall be entitled to require

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the Company , at its option, to purchase some or all ofthe securities held by the Investor in the Company at suchprice as will provide the Investor with the ThresholdValue. In such event, the Company shall promptly purchasesuch securities in accordance with the terms set out inError: Reference source not found___ hereto (“Buy back”).

12.2For this purpose, without prejudice to the other rights ofthe Investor, the Investor, at its absolute discretion,shall be entitled to require the Company, in accordancewith the provisions of the Act and the Private LimitedCompany and Unlisted Public Limited Company (Buy-Back ofSecurities) Rules, 1999 (“Buy Back Rules”), to buy backthe Investor’s Shares for an amount equivalent to theThreshold Value. In this regard, the Company and Promotersagree that no lien would be created on any of the assetsof the Company with a malafide intent to obstruct such anexit of the Investor.

12.3In the event that all the Investor’s Shares cannot bebought back solely on account of any restrictions underapplicable Law (including failure to meet the requirementsof Section 77A of the Act or the requirements prescribedby the Buy Back Rules), then without prejudice to theother rights of the Investor, and if the Investor sodesires, the Company shall buy back the number ofInvestor’s Shares specified by the Investor in order toenable the payment of the maximum amount possible and thebalance shares will continue to be retained by theInvestor and be bought back as soon as the Company haslegally available funds for such a buy back.

12.4The Promoters shall not participate in the Buy back untilthe Investor has received the Threshold Value. Further,the financing for Buy back shall be raised by the Companyin the manner prescribed by the Investor, which mayinclude one or more of the methods set out below:

(i) The Company shall set aside 50 % of annual profitsafter tax towards Buy back till such time theInvestor receives an amount equivalent to theThreshold Value;

(ii)The Company and the Promoters shall securitise thelease rentals of any of the real estate assets ownedby the Company or its Affiliates and use the proceeds

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accruing therefrom for the Buy back and for thispurpose, the Company and the Promoters shall take theactions specified in Schedule _______;

(iii) Subject to applicable Law, the Company covenants toraise the funds required for Buy back by conductingan outright sale or Transfer, or disposal and leaseback of the real estate assets of the Company or itsAffiliates to any interested investor (including realestate funds) in accordance with the terms andconditions and the procedures set out in Error:Reference source not found _____ hereto (“Auction”) andaccordingly the Promoters shall not participate inthe Buy back till such time the aforesaid isachieved.

Strategic Sale

12.5In the event the Company fails to provide an exit to theInvestor by way of a Buy back in accordance with Clause[●], then after the expiry of 18 months from the QIPODeadline Date, the Investor shall, without prejudice toits other rights, have the right at any time to identify,a bona fide third party purchaser or group of purchasers(a “Purchaser”) to implement a strategic sale, which couldinclude purchase of up to 100% of the Company’s sharecapital at a price and on terms acceptable to the Investorin its sole discretion (a “Strategic Sale”) in accordancewith the terms and conditions, and procedure set out inError: Reference source not found___ hereto, and the Companyand the Promoters hereby undertake to participate in suchsale in the manner set out in Schedule 6. The Investorshall have the right to require the Promoters tocontribute all or such part of the Promoter’s shares inthe Company as are required for the purpose ofconsummating the Strategic Sale. For the sake of clarity,the Parties hereby confirm and record that the terms ofsale of Promoter’s shares shall be the same as, and shallnot be in any manner less favourable than, the terms ofsale of the Investor’s shares. The Promoters shall ensurethat all or such part of their shareholding as is requiredto be offered for the consummation of such Strategic Saleshall be free from all Encumbrances.

12.6The exit options mentioned above will be consummated onlywith the Investor’s Consent.

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13. EVENTS OF DEFAULT

13.1The following shall constitute Events of Default for thepurposes of this Agreement:

(i) Any change of control in the Promoters, unless thesame has been effected with the Investor’s Consent;

(ii) Bankruptcy, liquidation, death, incapacity or theappointment of a receiver or similar official orinstitution of any such proceeding in respect ofeither Promoters or the Company;

(iii) One or more members of the Promoter and/ or anyAffiliate of the Promoter are convicted or restrictedin any manner (regardless of extent, context andvalidity of such restrictions) from conductingbusiness by any court of law anywhere in the world;and/or

13.2 Upon the occurrence of an Event of Default, at anytime and from time to time thereafter, by written noticeof 100 days (such notice affording the Company to rectifythe Event of Default complained of), delivered by theInvestor to the Company (a “Put Notice”), the Investor may, upon expiry of the notice period if the Company has notrectified the Event of Default, put (each, an “Option”) upto all of the Investors’ Shares held by them to theCompany and/or Promoter, at such Investors solediscretion, and require them to, jointly and/or severally,purchase such securities, and the Company and/or Promoter,as the case may be, shall promptly purchase or redeem suchshares, at such price as will provide the Investor with a[25]% IRR on its Investment Amount from the CompletionDate to the date of receipt of the whole of such price bythe Investor.

13.3Upon exercise of the Option, the Company and for thePromoter (as applicable) shall confirm in writing to theInvestors that they accept the Option and will completethe transfer of shares under the Put Option in accordancewith this Clause [17] and Schedule [14]. The proceedsunder the Put Option must be settled in cash within aperiod of 60 days from the invocation of the Option by theInvestor (the “Put Payment Period”).

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13.4The Company and the Promoters undertake jointly andseverally to assist the Investor in the sale of theInvestor’s Shares pursuant to this Clause, including byapplying for and obtaining all requisite approvals andConsents and taking all necessary corporate actions andpassing of all requisite resolutions.

13.5The Option shall be exercised and given effect to inaccordance with the procedure in Schedule [●]. The Companyand the Promoters shall pay all transaction fees and Taxesrelating to the Transfers made pursuant to Clause ____,other than any Tax required to be paid by the Investor onthe income of the Investor. The Company and the Promotersshall be jointly and severally liable under this Clause____ and the Promoters shall ensure and procure that theCompany does not default hereunder and further shall makepayment of any shortfall on the part of the Company.

13.6Alternatively, the Company and/or the Promoters mayfacilitate a sale of the Investor Shares in favour of athird party in place of honouring the Put Option, in whichcase the procedure set out in Clause [●] shall apply tosuch third party sale.

14. LIQUIDITY AND LIQUIDATION PREFERENCE

Liquidation and Liquidity Preference

14.1In the event of occurrence of a Liquidation Event or aLiquidity Event, subject to applicable Laws, the totalproceeds from such Liquidation Event or Liquidity Eventremaining after discharging or making provision fordischarging the liabilities of Company, shall bedistributed as follows: (i) first to the Investor, anamount which is the higher of (a) the Investment Amount;and (b) the amount equal to the Investor’s proportionateshare of the proceeds from the Liquidation Event in thesame proportion that the Investor’s Shares bear to thetotal share capital of the Company (calculated on an asconverted basis, assuming that the CCPS are converted inaccordance with their terms), plus all declared but unpaiddividends (“Liquidation Preference Amount”); (ii) second,to the other shareholders of Company, pro rata in proportionto their inter se number of equity shares of Company,until they have collectively received an amount equal tothe amount they have invested in Company on a per equity

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share basis, plus all declared and unpaid dividends; and(iii) to the extent that there are assets available fordistribution after payment of the Liquidation PreferenceAmount to the Investor and the amounts to the othershareholders in (i) and (ii) above, all shareholders(including the Investor) will share pro rata in thedistribution of such remaining assets.

14.2For the purpose of determining the proportion that theInvestor’s Shares bear to the total share capital of theCompany, the CCPS held by the Investor shall be deemed tohave been converted into Equity Shares in accordance withthe other provisions hereof, including without limitation,clauses [●] and the characteristics of the CCPS.

14.3In the event the above Clauses ____ and ____are notenforceable for any reason whatsoever, the following shallapply:

(i) Subject to applicable Law, in the event of theLiquidation Event or Liquidity Event (as the case maybe), and after payment or provision for payment ofdebts and other liabilities of the Company, thesurplus (after such payment) shall be distributedamongst the shareholders of the Company in proportionto their shareholding.

(ii) Subject to (a) above, in the event that the amount(if any) received or receivable by the Investor isless than the Liquidation Preference Amount, theshareholders (other than the Investor) shall out ofthe amounts received or receivable by them pay over anamount to the Investor, or, the amounts receivable bythe shareholders and the Investor shall be allocatedamongst them, such that the Investor receives anamount equal to the Liquidation Preference Amount dueto it.

(iii) To the extent necessary, each shareholder (otherthan the Investor) of the Company waives itsrespective rights and entitlements to its share in anypayment pursuant to the Liquidation Event or LiquidityEvent (as applicable) and to the extent that suchpayments are made to, or received by, any shareholder(other than the Investor), the shareholder(s) shall

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hold the payments received by it/ them in trust forthe Investor.

14.4The Parties shall apply for and obtain all such approvalsand take all such actions as may be required to permitsuch payment to the Investor.

14.5To the extent permissible in Law, the terms of anyLiquidation Event or Liquidity Event shall provide for thedistribution of the proceeds thereof in accordance withthis Clause __.

15. OTHER COVENANTS

Auditor

15.1The Company has appointed Deloitte Touche and Tomatsu asthe statutory auditors for the Financial Year 2010-2011.Any removal or replacement of the statutory auditors ofthe Company or changes in the terms of their appointmentincluding variation in their remuneration shall be subjectto the Investor’s Consent.

15.2The Company shall appoint an internal audit firm approvedby the Investor and shall provide it with fullcooperation, assistance, access to the Company’s recordsand all other information. Such internal auditor shall notbe removed without the Investor’s Consent. All costs ofsuch internal auditor shall be borne by the Company.

Environmental, Social and Governance Compliance

15.3The Company shall, ensure that it:

(i) provides safe and healthy working conditions for itsemployees and contractors;

(ii)encourages the efficient use of natural resourcesand promotes the protection of the environment;

(iii) treats all employees fairly in termsof recruitment, progression, remuneration andconditions of work, irrespective of gender, race,colour, language, disability, political opinion,age, religion or national/social origin;

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(iv)provides forums for employees to present their viewsto the management;

(v) takes account of the impact of its operations on thelocal community and seeks to ensure that potentiallyharmful occupational health, safety, environmentaland social effects are properly assessed andmonitored; and

(vi) upholds high standards of business integrity andhonesty, and operates in accordance with local lawsand international good practice (including thoseintended to fight extortion, bribery and financialcrime).

Connected Person

15.4All Contracts and transactions between Company and anyConnected Person/Concern shall be entered into on arms’length and market price basis.

More Favourable Rights

15.5The Company and the Promoters shall not provide anyinvestor or potential investor with rights in relation toCompany and/or its Subsidiaries which are more favourablethan those provided to the Investor hereunder.

15.6Without prejudice to the aforesaid, any such favourableterms given to any other Person shall be extended to theInvestor as well.

Business Plan

15.7The Company shall provide the Investor a detailed BusinessPlan, that will include details of operations, financials,debt, capital expenditure and other relevant targets forthe Company and Subsidiaries every year after Completion,of the Company and its Subsidiaries and shall be approvedby the Board annually and updated/revised at the time ofapproving any expansion. The Business Plan shall comprisethe business strategy, project details including projectcost, means of finance, projected financial statementsincluding profit and loss account, balance sheet and cashflow statements for the on-going Financial Year and thesubsequent [two] Financial Years and would form the basisof management of the business of the Company until such

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time that the same is duly updated / revised with theconsent of the Board and the Investor. If the Board or theInvestor fails to approve the Business Plan before thecommencement of any Financial Year as a result of theInvestor exercising their rights under Clause ___, theBusiness Plan most recently approved by the Board willcontinue to apply until the Board approves a new BusinessPlan. Notwithstanding the preceding sentence, if theBoard fails to approve the Business Plan before thecommencement of any Financial Year as a result of theInvestor exercising their rights under Clause ____ and theInvestor is notified in writing of a change incircumstances occurring on or after the first day of suchFinancial Year relating to the business or operations ofthe Company that the most recently approved Business Plandoes not address and that, if not addressed, would bereasonably likely to affect the ability of the Company tocontinue as a going concern, then, the Board of theCompany must adopt an amendment to such Business Plandesigned to address such change in circumstances.

15.8The Business Plan shall be achieved by the Company throughorganic and inorganic means.

Investor not to be considered Promoter

15.9The Company and the Promoters acknowledge that onCompletion the Investor will only be a minority financialinvestor and not acquire control and management of theCompany. The Company and the Promoters will ensure thatthe Investor shall not be considered / classified to bethe ‘Promoter’ of the Company for any reason whatsoeverand the Subscription Shares are not subject to anyrestriction (including that of lock-in or otherrestriction) which are applicable to Promoters under anyapplicable Law. The Promoters shall remain in control andmanagement of Company, subject however to the rights ofthe Investor hereunder. The Promoters shall takenecessary steps to reflect that the Investor is not aPromoter of Company, including such steps as may berequested by the Investor.

16. CONFIDENTIALITY

16.1The Parties shall maintain the confidentiality of theterms of this Agreement, provided, that Company and/or the

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Promoters may deliver or disclose such terms to anyGovernmental Authority having jurisdiction over such Partyto the extent required by applicable Law, provided further,that the disclosing Party shall provide the other Partywith prompt written notice thereof so that the other Partymay seek (with the cooperation and reasonable efforts ofthe disclosing Party) a protective order, confidentialtreatment or other appropriate remedy, and in any eventshall furnish only that portion of the information whichis reasonably necessary for the purpose at hand and shallexercise reasonable efforts to obtain reliable assurancethat confidential treatment will be accorded suchinformation to the extent reasonably requested .

17. NON COMPETE

17.1As the investor, in the course of their association withthe company, employment and/or directorship, are likelyfrom time to time to obtain knowledge of trade secrets andother confidential information of Company and to havedealings with the customers and suppliers of Company andin order to protect such trade secrets and otherconfidential information and the goodwill of Company, theinvestor further undertake to the Company and, as aseparate undertaking, to the Company, in the terms set outbelow.

17.2 The investor and his nominated Director collectivelyand individually undertake to the Company and thepromoters that they shall (i) devote their undivided andcomplete attention to the Business of the Company; (ii)not have any active involvement in or association withany other activity or business which is similar to theBusiness through any vehicle other than the Company orits Subsidiaries for a period of [●] years from theCompletion Date; and (iii) pursue any activity orbusiness conducted by them collectively or individuallyin the education sector exclusively through the Companyor its Subsidiaries.

17.3The Investor undertake to the Company and the promotersthat, except as otherwise agreed in writing by the Boardand without prejudice to any other duty implied by law orequity, during the period of his association with Company(as applicable) and for a period of [●] ([●]) months afterthe date on which he ceases to be investor of Company or

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ceases to hold such shares in Company (whichever is later)(the “Termination Date”), either personally or through anagent, company or otherwise in any other manner directlyor indirectly:

(i) except on behalf of the Company, canvass or solicitbusiness for services similar to those being providedby Company from any person who is a customer of theCompany;

(ii) induce or attempt to induce any supplier of theCompany to cease to supply, or to restrict or vary theterms of supply to, the Company or otherwiseinterfere with the relationship between such asupplier and Company (save and except actions taken bythe Promoters during the course of his / heremployment with Company in exercise of his power andauthority as an employee of Company and in, what hereasonably believes to be, in the interests of theCompany); or

(iii) induce or attempt to induce any director or keyemployee of the Company to leave the employment of theCompany (save and except actions taken by thePromoters during the course of his / her employmentwith the Company in exercise of his power andauthority as an employee of the Company and in, whathe reasonably believes to be, in the interests of theCompany).

17.4The Investor undertake with the Company that he shall notuse (either personally or through an agent or otherwise,directly or indirectly) or (insofar as they can reasonablydo so) allow to be used:

(i) any information of a secret or confidential naturerelating to the business or affairs of the Company;or

(ii) any trade name used by the Company, or any othername calculated or likely to be confused with such atrade name.

17.5For the purposes of this Clause _____, a investor isconcerned in a business if:

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(i) it carries it on as principal; or

(ii) it is a partner, director, , of or to any person whocarries on the business; or

(iii) it has a substantial financial interest (asshareholder or otherwise) in any person who carries onthe business; or

(iv) it is a partner, director, in, of or to any personwho has a direct or indirect substantial financialinterest (as shareholder or otherwise) in any personwho carries on the business,

(v) disregarding any financial interest of a person insecurities which are listed or dealt in on any generallyrecognised stock exchange if the investor and any ConnectedPerson/ Concern of such investor is interested in securitieswhich amount to less than [1%] (one per cent) of the issuedsecurities of that class and which, in all circumstances,carry less than [1%] (one per cent) of the voting rights (ifany) attaching to the issued securities of that class andprovided that none of such persons are involved in themanagement of the business of the issuer of the securitiesor any person connected with it other than by the exerciseof voting rights attaching to the securities (references tothe Company shall include its successors in business).

17.6Any of the undertakings on the part of the investor underthis Clause may be released either generally or in anyparticular case with the Company Consent but nototherwise. Each covenant contained in each clause orparagraph above shall be, and is, a separate covenant bythe company and shall be enforceable separately againstthe investor and independently of each of the othercovenants and its validity shall not be affected if any ofthe others is invalid, and if any of the covenants is voidbut would be valid if some part of the covenant weredeleted the covenant in question shall apply with suchmodification as may be necessary to make it valid.

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18. TERM

Termination Provisions

18.1This Agreement shall become effective upon the executionthereof by the Parties hereto.

18.2In the event that, at any time after Completion, theInvestor cease to hold any securities of Company, then,this Agreement shall thereupon terminate.

Survival after Termination

18.3The provisions of Clauses _____ (Representations and Warrantiesand Indemnity), _____ (Notice), ____(Arbitration) _____(GoverningLaw and Jurisdiction) shall survive the termination of thisAgreement under Clause ____ above, subject to anylimitations imposed on such survival hereunder.

18.4Any termination as mentioned above shall not affect theaccrued rights of the Parties hereunder.

19. MISCELLANEOUS

Costs

19.1 The Company and the Promoters shall bear their own costsin connection with the Agreement.

19.2The Company shall bear, and be responsible for, thepayment of any and all Taxes or duties related to theissuance, allotment of the Investor’s Shares to theInvestor and the execution of legal documentation inrespect of the transaction contemplated herein. TheCompany shall bear other costs and expenses as specifiedin the Term Sheet dated May 30, 2011 between the Company,the Promoters and the [Investor].

No partnership or agency

19.3Nothing in this Agreement (or any of the arrangementscontemplated herein) shall be deemed to constitute apartnership between the Parties, nor, except as may beexpressly provided herein, constitute any Party as theagent of another Party for any purpose, or entitle anyParty to commit or bind another Party in any manner.

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Entire agreement

19.4This Agreement, together with the Disclosure Letter, theRestated Articles and the other agreements entered into ,if any, sets out the entire agreement and understandingbetween the Parties with respect to the subject matterhereof. This Agreement supersedes all previous letters ofintent, heads of terms, prior discussions andcorrespondence exchanged between any of the Parties inconnection with the transactions referred to herein, allof which shall not have any further force or effect.

Further assurances

19.5 The Company and the Promoters agree to do all suchfurther things and to execute and deliver all such additionaldocuments as are necessary to give full effect to the terms ofthis Agreement.

19.6Each of the Company and the Promoters undertake with theInvestor that (so far as it is legally able and permittedto do so) it will do or procure to be done all suchfurther acts and things, execute or procure the executionof all such other documents and exercise all voting rightsand powers, whether direct or indirect, available to it inrelation to any Person so as to ensure the complete andprompt fulfilment, observance and performance of theprovisions of this Agreement and generally that fulleffect is given to the provisions of this Agreement.

19.7Without prejudice to the generality of Clause ______, theCompany and the Promoters agree that if any provisions ofthe Articles of Association of Company at any timeconflict with any provisions of this Agreement, theArticles of Association of the Company shall be promptlyamended to the extent necessary to give effect to theprovisions of this Agreement and in order to ensure thatthe provisions of this Agreement shall prevail.

English Language

19.8All notices or formal communications under or inconnection with this Agreement shall be in the Englishlanguage.

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Assignment

19.9The Investor shall not be entitled to, nor shall theypurport to, assign Transfer, charge or otherwise deal withall or any of its/their rights and/or obligations underthis Agreement nor grant, declare, create or dispose ofany right or interest in it, in whole or in part,otherwise than as provided under this Agreement.

19.10 Subject to restrictions imposed in this behalf underthis Agreement, the Investor shall be entitled to assignits rights and Transfer its obligations hereunder to anyPerson including without limitation, to any third partycompany/investor in such Affiliate subject to suchAffiliate signing a deed of adherence to this Agreement.

19.11 A Transfer of more than ____% (____ percent) of theshareholding of the Investor to a third party shallautomatically result in such party also becoming entitledto the rights of the Investor hereunder provided that suchassignment shall not affect the number of full timedirectors of the Investor on the Board of the Company.However, such a third party transferee shall execute adeed of adherence to this Agreement. For the avoidance ofdoubt, it is clarified that the Investor shall at alltimes be absolutely entitled to transfer any or all of itssecurities to or for his benefit in accordance with theprovisions of Clause ___ (Dealings in Securities).

19.12 This Agreement shall be binding upon and inure tothe benefit of the Parties and their respective heirs,successors, permitted assigns, executors and administrators.

Severability

19.13 If any provision of this Agreement is or becomesinvalid, illegal or unenforceable under the laws of anyjurisdiction, then such provision shall (so far as it isinvalid or unenforceable) be given no effect and shall bedeemed not to be included in this Agreement but withoutinvalidating any of the remaining provisions of thisAgreement which shall not in any way be affected orimpaired. The Parties hereto shall then use allreasonable endeavours to replace the invalid orunenforceable provisions with a valid and enforceable andmutually satisfactory substitute provision, achieving as

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nearly as possible the intended commercial effect of theinvalid, illegal or unenforceable provision.

Waivers and remedies

19.14 No failure or delay by the Parties in exercising anyright or remedy provided by law under or pursuant to thisAgreement shall impair such right or remedy or operate orbe construed as a waiver or variation of it or precludeits exercise at any subsequent time and no single orpartial exercise of any such right or remedy shallpreclude any other or further exercise of it or theexercise of any other right or remedy.

19.15 The rights and remedies of the Parties under orpursuant to this Agreement are cumulative, may beexercised as often as such Party considers appropriate andare in addition to its rights and remedies under thegeneral laws of India.

Variation

19.16 No variation of this Agreement (or of any of thedocuments referred to in this Agreement) shall be validunless it is made by an instrument in writing and signedby duly authorised representatives of each of the Partieshereto. The expression “variation” shall include anyvariation, amendment, supplement, deletion or replacementhowever effected.

Counterparts

19.17 This Agreement may be executed in any number ofcounterparts and by the Parties to it on separatecounterparts, each of which shall be an original but allof which together shall constitute one and the sameinstrument.

Subsidiaries

19.18 The provisions of this Agreement shall apply mutatismutandis to all Subsidiaries of Company if any (as definedin Schedule [●]) and the Company and the Promoters and theSpecified Subsidiaries shall procure that the Subsidiariesact in accordance with this Agreement. It is clarifiedthat the Investor shall not be required to hold any sharesof the Subsidiaries.

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20. NOTICES

Service of Notice

20.1Any notice or other communication to be given by one Partyto any other Party under, or in connection with, thisAgreement shall be made in writing and signed by or onbehalf of the Party giving it. It shall be served byletter or facsimile transmission (save as otherwiseprovided herein) and shall be deemed to be duly given ormade when delivered (in the case of personal delivery), atthe time of transmission (in the case of facsimiletransmission, provided that the sender has received areceipt indicating proper transmission and a hard copy ofsuch notice or communication is forthwith sent by prepaidpost to the relevant address set out below) or 10 (ten)days after being despatched in the post, postage prepaid,by the most efficient form of mail available and byregistered mail if available (in the case of a letter) tosuch Party at its address or facsimile number specified inClause 20.2, or at such other address or facsimile numberas such Party may hereafter specify for such purpose tothe other Parties hereto by notice in writing.

Details for Notices

20.2The addresses and fax numbers for the purpose of Clause20.1 are as follows:

Company

Address: [●]Fax: [●]For the attention of: [●]

The Investor

Address: [●]Fax: [●]For the attention of: [●]

The Promoters

Address: [●]Fax: [●]For the attention of: [●]

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21. DISPUTE RESOLUTION

21.1In the event of any dispute, controversy or claim arisingout of, relating to, or in connection with this Agreement,or the breach, termination or validity hereof, the Partiesshall first discuss with each other with the intention ofresolving such disputes etc in an amicable manner in theircommon interest prior to proceeding for arbitration underClause [●] below.

21.2Any dispute, controversy or claim arising out of, relatingto, or in connection with this Agreement, or the breach,termination or validity hereof, which is not resolved bymutual discussions, shall be finally settled exclusivelyby arbitration under the Arbitration and Conciliation Act,1996 (“Arbitration Act”) by a panel of [3] arbitrators ofwhom the Promoters and the Company shall appoint onearbitrator, the Investor shall appoint one arbitrator andthe two arbitrators so appointed shall appoint the thirdarbitrator. The venue of the arbitration shall be [●]. Thelanguage of arbitration shall be English. The Arbitrationshall be conducted in accordance with the rules under theArbitration Act.

21.3In order to facilitate the comprehensive resolution ofrelated disputes, and upon request of any Party to thearbitration proceeding, the arbitration tribunal may,within 90 (ninety) days of its appointment, consolidatethe arbitration proceeding with any other arbitrationproceeding involving any of the Parties relating to thisAgreement or the Restated Articles. The arbitrationtribunal shall not consolidate such arbitrations unless itdetermines that (i) there are issues of fact or law commonto the proceedings, so that a consolidated proceedingwould be more efficient than separate proceedings, and(ii) no Party would be prejudiced as a result of suchconsolidation through undue delay or otherwise. In theevent of different rulings on this question by thearbitration tribunal constituted hereunder and anytribunal constituted under the Restated Articles, theruling of the tribunal constituted hereunder will govern,and that tribunal will decide all disputes in theconsolidated proceeding.

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21.4The arbitral award shall be final and binding on theParties. The award may include an award of costs,including reasonable attorneys’ fees and disbursements.Judgment upon the award may be entered by any court havingjurisdiction thereof or having jurisdiction over therelevant Party or its assets.

21.5The costs of arbitration shall be borne by the losingParty unless otherwise determined by the arbitrationaward.

21.6When any dispute occurs and is under arbitration, exceptfor the matters under dispute, the Parties shall continueto exercise their remaining respective rights, and fulfiltheir remaining respective duties and obligations, underthis Agreement.

21.7Notwithstanding this Clause ___ or any other provision tothe contrary in this Agreement, no Party shall beobligated to follow the foregoing arbitration procedurewhere such Party intends to apply to any court ofcompetent jurisdiction for an interim injunction orsimilar equitable relief against any other Party, providedthere is no unreasonable delay in the prosecution of thatapplication.

21.8The provisions of Clause 21. shall survive any terminationof this Agreement.

22. GOVERNING LAW AND JURISDICTION

22.1This Agreement and the relationship between the Partieshereto shall be governed by, and interpreted in accordancewith, the laws of India. Subject to the provisions ofClause ____, the courts at Vishakapatna, A.P, India shallhave exclusive jurisdiction in relation to all mattersarising out of this Agreement.

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AS WITNESS this Agreement has been signed by the duly authorisedrepresentatives of the Parties the day and year first beforewritten.

[Schedules to follow]

SCHEDULE 1 SHAREHOLDING PATTERNS

PART   A DETAILS OF PROMOTERS AND SHAREHOLDING PATTERN OF THE COMPANY AS ON EFFECTIVE DATE

[to be inserted]

Sl. No.

Name and Address of the Shareholder

No. of Equity Shares held as of date of thisAgreement

% of shareholding

Total

PART   B SHAREHOLDING PATTERN OF THE COMPANY AS ON COMPLETION

[to be inserted]

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SCHEDULE 2 DETAILS OF THE COMPANY AND ITS SUBSIDIARIES

PART   A DETAILS OF THE COMPANY

1. Name and RegistrationNumber

1. Date of Incorporation

2. Place ofIncorporation

3. Address of RegisteredOffice

4. Class of Company

5. Authorised ShareCapital

6. Issued Share Capital

7. Directors

Full Name

8. Secretary

Full Name

9. Accounting ReferenceDate

10. Auditors

11. Tax residence

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PART   B DETAILS OF THE SUBSIDIARIES

2. Name and RegistrationNumber

12. Date of Incorporation

13. Place ofIncorporation

14. Address of RegisteredOffice

15. Class of Company

16. Authorised ShareCapital

17. Issued Share Capital

18. Directors

Full Name

19. Secretary

Full Name

20. Accounting ReferenceDate

21. Auditors

22. Tax residence

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SCHEDULE 3

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