Common use of Further Understanding Clause in Contracts

Further Understanding. 28.1. It is hereby agreed and understood between the Parties that the purchase of the shares of the Company is required to be done in two tranches aggregating to a total of 15% of the issued and paid up share capital of the Company on a fully diluted basis which is equivalent to 6.186% (“Aggregate Purchaser Shareholding”) of the indirect beneficial equity interest in the Operating Company on a fully diluted basis (excluding the conversion of the Class A Preference Shares held by Anant Investments and an issuance for or in connection with the employee stock option scheme by the Operating Company). Further, the Parties have agreed that the Aggregate Purchaser Shareholding shall be purchased in the following manner: (i) The Purchaser shall purchase 8.75% of the issued and paid up share capital of the Company on a fully diluted basis which is equivalent to 3.61% of the indirect beneficial equity interest in the Operating Company on a fully diluted basis (excluding the conversion of the Class A Preference Shares held by Anant Investments and an issuance for or in connection with the employee stock option scheme by the Operating Company) in accordance with the terms of this Agreement. (ii) 6.25% of the issued and paid up share capital of the Company on a fully diluted basis which is equivalent to 2.58% of the indirect beneficial equity interest in the Operating Company on a fully diluted basis (excluding the conversion of the Class A Preference Shares held by Anant Investments and an issuance for or in connection with the employee stock option scheme by the Operating Company) shall be purchased by another purchaser being a nominee of the Purchaser (“Purchaser 2”) at a later date through a second tranche (“Second Tranche Purchase Shares”) by executing a separate investment agreement in that regard (“Investment Agreement 2”). The investment by Purchaser 2 shall be subject to the receipt of a FIPB approval from the relevant Governmental authorities by the Purchaser 2. 28.2. It is further understood and agreed between the Parties hereto that the Purchaser 2 shall purchase the Second Tranche Purchase Shares on the same terms and conditions as attached to the Purchase Shares in terms of this Agreement. It is the intent of the Parties that all rights as specifically mentioned in clauses 9, 10, 11, 12 and 14 hereinabove, with respect to the Company and/or the Operating Company shall be considered as collective rights of the Purchaser and Purchaser 2 with respect to the Aggregate Purchaser Shareholding and shall be exercised only by the Purchaser on behalf of both the purchasers. Further, for the sake of clarity the Investment Agreement 2 shall not contain the specific rights as mentioned in clauses 9, 10, 11, 12 and 14 hereinabove and shall flow from this Agreement only. 28.3. Notwithstanding anything to the contrary contained hereinabove, in the event Purchaser 2 is unable to purchase the Second Tranche Purchase Shares for any reason whatsoever including the non-receipt of the FIPB approval, then the Purchaser hereby undertakes to nominate another nominee purchaser (as may be acceptable to all Parties hereunder and the existing investor of the Operating Company) to purchase the said Second Tranche Purchase Shares. Accordingly the new nominee purchaser shall be considered as Purchaser 2 for all purposes hereunder. Further, for the sake of clarity it is hereby repeated that it is the intent of the Parties hereto that the rights under this Agreement are collective rights of the Purchaser and Purchaser 2. 28.4. Notwithstanding anything to the contrary contained hereinabove, i t is the understanding of the Parties hereto that all rights of the Purchaser under Clauses 8 to 18 (excluding clause 15), shall become effective upon the transfer of the entire Aggregate Purchaser Shareholding in the name of the Purchaser and Purchaser 2 according to this clause 28 .