Common use of Exit Clause in Contracts

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; or (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA360 One9 SPA II, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF 360 One Special Opportunities Fund – I, Series 9 Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 (Exit) , within 6 (six) months from the Exit Trigger Date Event (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) (Exit) and Clause 5.1.3(c) (Exit) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser Purchaser, and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. . (g) Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 (Dispute Resolution) of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA360 One9 SPA II, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc 360 One Special Opportunities Fund – Series 9 and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time.

Exit. Triggered Payment ---------------------- 7.1 In the event that within six (a6) months following the IPO is not completed by the IPO Closing Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and or any of its shareholders (provided such shareholders include the Promoters shall provide their best efforts and support and shall use Purchaser) (the "Disposing Shareholders") will enter into an agreement for a merger, sale of all efforts to facilitate or substantially all of the Company's shares held by the Disposing Shareholders, or a sale of all or substantially all of the Securities Company's assets, or any offer made within such six-month period to purchase all or substantially all of the Company's shares held by the public is accepted (each, a "Triggering Transaction"), in which cash funds in an amount in excess of US$0.50 per share but less than $6.00 per share will be paid or distributed to the PurchaserDisposing Shareholders, through a Secondary Sale. For avoidance of doubtthen, occurrence of an Exit Trigger Event under the Axis SPAas soon as practicable following such payment or distribution, the 360 One10 SPA IPurchaser will pay to each Seller, for each Share sold by such Seller hereunder, 16% of the 360 One9 SPA Idifference between (i) the amounts paid or distributed on account of said Share, minus the 360 One9 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held projected pro rata tax per Share payable by the Purchaser (as will be set forth in a letter to be issued by a certified public accountant associated with one of the "Big Five" international accounting firms, and presented to the Sellers) and investment banking/brokerage fees per Share paid by the Purchaser per Share, all in respect of such Triggering Transaction (and subject to submission to each Seller of the appropriate proof of the payment of such banking/brokerage fees) and (ii) fifty cents ($0.50). Such payment to each Seller shall be effected by the Trustee out of the monies in respect of the Escrow Shares being paid or distributed to the Trustee pursuant to the Triggering Transaction, who shall then transfer such monies to each Seller. In the event of a Triggering Transaction, the Trustee may release the Escrow Shares to the Purchaser or to its order, but only after, or against, the transfer of funds to all Sellers, as stated above in this Section 7, has been effected. 7.2 In the event that within six (6) months following the Closing Date, the Company or any Disposing Shareholders (provided such shareholders include the Purchaser) will enter into a Triggering Transaction in which the Disposing Shareholders receive securities of another company ("New Shares") valued (at a price and their value for purposes of the Triggering Transaction) in excess of $0.50 but less than $6.00 in exchange for each Company share held by them, then the New Shares received by the Purchaser on terms acceptable to account of each Share purchased by the Purchaser hereunder shall be distributed among the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting outSeller of such Share as follows: (i) for each Share sold by such Seller hereunder, the exact nature Seller shall receive 16% of the transaction proposednumber of New Shares receivable in respect of such Share, provided that the Seller shall repay the Purchaser (or to the Trustee as recipient for the Purchaser) against delivery of such New Shares to the Seller, the sum of eight cents ($0.08), plus 16% of the projected pro rata tax per Share payable by the Purchaser (as will be set forth in a letter to be issued by a certified public accountant associated with one of the "Big Five" international accounting firms, and presented to the Sellers) and 16% of the investment banking/brokerage fees per Share paid by the Purchaser, all in respect of such Triggering Transaction (and subject to submission to each Seller of the appropriate proof of the payment of such banking/brokerage fees); (ii) the identity balance of the third-party purchaser; (iii) New Shares will be owned by the time required to close Purchaser. For the Secondary Sale; (iv) identity purpose of the preferred investment banker; and (v) such other material terms this section, fractions of the Secondary Sale as the Purchaser might request. (b) The Company New Shares receivable by any Seller, shall be aggregated and the Promoters total sum of all such fractions due to such Seller shall appoint financial be rounded up or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable down to the Purchasernearest one whole New Share. In such event, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities Escrow Shares then being held by the Purchaser) and Trustee as set forth above will be released to facilitate such salethe Purchaser or to its order, but only after the Trustee has verified that New Shares owing to the Sellers have been distributed to the Sellers. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. 7.3 It is hereby clarified that, in the event that notwithstanding anything contained in this Agreementthe terms of the Triggering Transaction under Sections 7.1 or 7.2 provides for the deposit of a portion of the consideration into escrow, the Company and Trustee may release the Promoters shall provide customary representations, warranties, and undertakings in relation Shares to the Business and operations Purchaser or to its order at the Closing of the Company. Without prejudice Triggering Transaction (notwithstanding that the relevant portion payable to the generality Sellers has been deposited into such escrow), provided that such relevant portion is to be held by the escrow for the benefit of the foregoing, Trustee (on behalf of the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the CompanySellers), subject to the terms and conditions of such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligationsescrow. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) 7.4 In the event the Company of a Triggering Transaction that is consummated partly for cash and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”)partly for New Shares, then, notwithstanding anything to the contrary in the Agreement, the Purchaser Sections 7.1 or 7.2 shall have the right (but not the obligation) to transfer all or apply on a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of timecombined basis accordingly.

Exit. Triggered Payment ----------------------------- 7.1 In the event that within six (a6) months following the IPO is not completed by the IPO Closing Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and or any of its shareholders (provided such shareholders include the Promoters shall provide their best efforts and support and shall use Purchaser) (the "Disposing Shareholders") will enter into an agreement for a merger, sale of all efforts to facilitate or substantially all of the Company's shares held by the Disposing Shareholders, or a sale of all or substantially all of the Securities Company's assets, or any offer made within such six-month period to purchase all or substantially all of the Company's shares held by the public is accepted (each, a "Triggering Transaction"), in which cash funds in an amount in excess of US$0.50 per share but less than $6.00 per share will be paid or distributed to the PurchaserDisposing Shareholders, through a Secondary Sale. For avoidance of doubtthen, occurrence of an Exit Trigger Event under the Axis SPAas soon as practicable following such payment or distribution, the 360 One10 SPA IPurchaser will pay to each Seller, for each Share sold by such Seller hereunder, 16% of the 360 One9 SPA Idifference between (i) the amounts paid or distributed on account of said Share, minus the 360 One9 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held projected pro rata tax per Share payable by the Purchaser (as will be set forth in a letter to be issued by a certified public accountant associated with one of the "Big Five" international accounting firms, and presented to the Sellers) and investment banking/brokerage fees per Share paid by the Purchaser per Share, all in respect of such Triggering Transaction (and subject to submission to each Seller of the appropriate proof of the payment of such banking/brokerage fees) and (ii) fifty cents ($0.50). Such payment to each Seller shall be effected by the Trustee out of the monies in respect of the Escrow Shares being paid or distributed to the Trustee pursuant to the Triggering Transaction, who shall then transfer such monies to each Seller. In the event of a Triggering Transaction, the Trustee may release the Escrow Shares to the Purchaser or to its order, but only after, or against, the transfer of funds to all Sellers, as stated above in this Section 7, has been effected. 7.2 In the event that within six (6) months following the Closing Date, the Company or any Disposing Shareholders (provided such shareholders include the Purchaser) will enter into a Triggering Transaction in which the Disposing Shareholders receive securities of another company ("New Shares") valued (at a price and their value for purposes of the Triggering Transaction) in excess of $0.50 but less than $6.00 in exchange for each Company share held by them, then the New Shares received by the Purchaser on terms acceptable to account of each Share purchased by the Purchaser hereunder shall be distributed among the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting outSeller of such Share as follows: (i) for each Share sold by such Seller hereunder, the exact nature Seller shall receive 16% of the transaction proposednumber of New Shares receivable in respect of such Share, provided that the Seller shall repay the Purchaser (or to the Trustee as recipient for the Purchaser) against delivery of such New Shares to the Seller, the sum of eight cents ($0.08), plus 16% of the projected pro rata tax per Share payable by the Purchaser (as will be set forth in a letter to be issued by a certified public accountant associated with one of the "Big Five" international accounting firms, and presented to the Sellers) and 16% of the investment banking/brokerage fees per Share paid by the Purchaser, all in respect of such Triggering Transaction (and subject to submission to each Seller of the appropriate proof of the payment of such banking/brokerage fees); (ii) the identity balance of the third-party purchaser; (iii) New Shares will be owned by the time required to close Purchaser. For the Secondary Sale; (iv) identity purpose of the preferred investment banker; and (v) such other material terms this section, fractions of the Secondary Sale as the Purchaser might request. (b) The Company New Shares receivable by any Seller, shall be aggregated and the Promoters total sum of all such fractions due to such Seller shall appoint financial be rounded up or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable down to the Purchasernearest one whole New Share. In such event, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities Escrow Shares then being held by the Purchaser) and Trustee as set forth above will be released to facilitate such salethe Purchaser or to its order, but only after the Trustee has verified that New Shares owing to the Sellers have been distributed to the Sellers. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. 7.3 It is hereby clarified that, in the event that notwithstanding anything contained in this Agreementthe terms of the Triggering Transaction under Sections 7.1 or 7.2 provides for the deposit of a portion of the consideration into escrow, the Company and Trustee may release the Promoters shall provide customary representations, warranties, and undertakings in relation Shares to the Business and operations Purchaser or to its order at the Closing of the Company. Without prejudice Triggering Transaction (notwithstanding that the relevant portion payable to the generality Sellers has been deposited into such escrow), provided that such relevant portion is to be held by the escrow for the benefit of the foregoing, Trustee (on behalf of the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the CompanySellers), subject to the terms and conditions of such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligationsescrow. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) 7.4 In the event the Company of a Triggering Transaction that is consummated partly for cash and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”)partly for New Shares, then, notwithstanding anything to the contrary in the Agreement, the Purchaser Sections 7.1 or 7.2 shall have the right (but not the obligation) to transfer all or apply on a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of timecombined basis accordingly.

Exit. In the event (a) Upon the IPO is not completed by the IPO Date; or (b) the draft red ▇▇▇▇▇▇▇ prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditionsof: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature a Change of the transaction proposedControl; or (ii) the identity sale of all or substantially all of the third-party purchaser; assets of the Group whether in a single transaction or a series of related transactions, (iiieach an Exit Event), (A) the time required Obligors’ Agent shall promptly notify the Agent upon becoming aware of that event and the Agent shall promptly notify the Lenders accordingly; and (B) each Lender shall be entitled to close the Secondary Sale; (iv) identity cancel its Commitments and require repayment of all of its share of the preferred investment banker; Utilisations and Ancillary Outstandings and payment of all amounts owing to it under the Finance Documents by notification to the Agent (va Cancellation Notice) such other material terms within 30 days of the Secondary Sale as Obligors’ Agent notifying the Purchaser might requestAgent of the occurrence of the Exit Event, whereupon: I. the undrawn Commitments of such Lender shall be cancelled and such Lender shall have no obligation to fund or participate in any new Utilisation or utilisation of an Ancillary Facility; and II. on the date falling ten (10) Business Days after such Lender provides notification to the Agent, all outstanding Utilisations provided by such Lender, together with accrued interest, and all other amounts accrued or owing to such Lender under the Finance Documents shall become immediately due and payable (or in the case of a Change of Control which results from a Listing, on the settlement date in respect of that Listing), and the relevant Borrower will immediately prepay all Utilisations and amounts provided by or owing to that Lender. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable Any Lender that does not send to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification Agent a Cancellation Notice within 30 days of the third-party investor / purchaser desirous of purchasing all Obligors’ Agent notifying the Agent of the Securities then held by occurrence of the Purchaser) Exit Event shall not be able to cancel its Commitments or require repayment of its share of the Utilisations and will be treated as having waived its right to facilitate such saleprepayment under this Clause 12.1. (c) The Purchaser shall not be required Notwithstanding paragraph (a) above, prior to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreementthe occurrence of a Change of Control, the Company Obligors’ Agent may (in its sole discretion) notify (at least three (3) Business Days in advance) the Agent that upon the occurrence of a Change of Control the Facilities will be cancelled and the Promoters shall provide customary representationsall outstanding Utilisations and Ancillary Outstandings, warrantiestogether with accrued interest, and undertakings in relation to all other amounts accrued under the Business Finance Documents, shall become immediately due and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligationspayable at par. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the ▇▇▇▇▇ Group at any point of time.