Common use of Operation of the Escrow Account Clause in Contracts

Operation of the Escrow Account. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board/IPO Committee of the Board of Directors, as the case may be, approving the Allotment, to the Share Escrow Agent, the Promoter Selling Shareholder and the BRLMs. Receipt of such confirmation shall be provided by the Share Escrow Agent in the format provided in Annexure K; and (ii) The Company shall (with a copy to the BRLMs) (a) issue the Corporate Action Requisition to the Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Account and credit such Final Sold Shares to the respective demat accounts of the Allottees in relation to the Offer, and (b) inform the Promoter Selling Shareholder and the Share Escrow Agent of the issuance of such Corporate Action Requisition in the format provided in Annexure H along with a copy of the Corporate Action Requisition. (iii) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee approving the Allotment, provide a written confirmation to the Promoter Selling Shareholder (with a copy to the Company and the BRLMs), that the Board of Directors or the IPO Committee and the Designated Stock Exchange has approved the Allotment in the format provided in Annexure I. 5.2 Upon receipt of the instructions for the Corporate Action Requisition, as stated in Clause 5.1(ii), from the Company in accordance with Clause 5.1 hereof, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure: (i) the debit of the Final Sold Shares from the Escrow Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus and as prescribed under Applicable Law, and (ii) that any Final Offered Shares remaining to the credit of the Escrow Account (after confirming the credit of Final Sold Shares to the respective demat accounts of the Allottees as mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Account on account of failure to credit Equity Shares to the accounts of the Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) are transferred back to the Promoter Selling Shareholder’s Demat Account, within one (1) Working Day of the credit of the Final Sold Shares to the demat accounts of the Allottees, in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Promoter Selling Shareholder and the BRLMs of the completion of the actions stated herein, in the format set forth herein as Schedule I. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the Final Offered Shares of the Promoter Selling Shareholder shall, be in the same proportion as the Final Offered Shares originally credited to the Escrow Account by such Selling Shareholder pursuant to Clause 3.1 and Clause 3.2. It is further clarified that with (i) the debit of the Final Sold Shares from the Escrow Account and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchanges, the monies received for the Final Sold Shares subject to deduction of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the Promoter Selling Shareholder as per the terms of the Cash Escrow and Sponsor Banks Agreement which will be executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Final Offered Shares shall be in accordance with the Offer Documents.

Operation of the Escrow Account. 5.1 On the Closing Date: (i) 4.1 The Company shall provide a certified copy shall, on or before the opening of the resolution offer of the Board/IPO Committee Buyback, deposit the Escrow Amount in the Escrow Account. The Escrow Amount shall be equivalent to minimum escrow requirement calculated in accordance with Regulation 9(xi)(b) of the Board Buyback Regulations. 4.2 The Escrow Agent shall hold the Escrow Amount in the Escrow Account and shall operate the Escrow Account on the instructions of Directors, as Manager in accordance with this Agreement. 4.3 The Company hereby authorizes the case may be, approving the AllotmentManager, to the Share exclusion of all other persons, to instruct the Escrow Agent, Agent in the Promoter Selling Shareholder form annexed at Schedule 4 to transfer INR 19,12,50,000 (Indian Rupees Nineteen Crores Twelve Lakhs fifty thousand only) being 90% of the amount lying in the Escrow Account to the Special Escrow Account in terms of the Buyback Regulations and subject to the BRLMsprovisions of this Agreement. Receipt of such confirmation The Manager undertakes to issue these instructions within the time period provided in the Buyback Regulations. The Escrow Agent undertakes to comply with these instructions forthwith upon their receipt and in no case later than the time period provided in the Buyback Regulations. Escrow Agent shall be provided by the Share Manager clear written instructions mentioning the Debit & Credit a/c numbers and the Amount which needs to be transferred. Also, if the Bulk transfers needs to be done then the required data shall be provided to the Escrow Agent in excel file format as well along with the format provided in Annexure K; andcovering letter. (ii) The Company shall (with a copy to the BRLMs) (a) issue the Corporate Action Requisition to the Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Account and credit such Final Sold Shares to the respective demat accounts 4.4 Upon completion of the Allottees obligations of the Company under the Buyback Regulations in relation to the Offerpayment of consideration to all the Equity Shareholders/ Beneficial Owners of the Equity Shares of the Company, and (b) inform including the Promoter Selling Shareholder and Promoter(s), the Share Manager shall issue a notice to the Escrow Agent stating that the Company has complied with its obligations under the Buyback Regulations (the "Refund Notice") in the form annexed at Schedule 6. Upon receipt of the issuance of such Corporate Action Requisition in Refund Notice, the format provided in Annexure H along with a copy of the Corporate Action Requisition. (iii) The Share Escrow Agent shall, upon receipt of and relying upon a copy within two (2) Business Days transfer to the Company, the entire balance, if any, lying to the credit of the resolution of the Board of Directors or the IPO Committee approving the Allotment, provide a written confirmation Escrow Account. 4.5 Notwithstanding anything to the Promoter Selling Shareholder (with a copy to the Company and the BRLMs), that the Board of Directors or the IPO Committee and the Designated Stock Exchange has approved the Allotment contrary contained in the format provided in Annexure I. 5.2 Upon receipt of the instructions for the Corporate Action Requisition, as stated in Clause 5.1(ii), from the Company in accordance with Clause 5.1 hereof, and after duly verifying that the Corporate Action Requisition is complete in all respectsthis Agreement, the Share Escrow Agent shall ensure: (i) not have any interest, Banker's lien, charge or right of set-off over the debit of the Final Sold Shares from the Escrow Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus and as prescribed under Applicable Law, and (ii) that any Final Offered Shares remaining amounts lying to the credit of the Escrow Account (after confirming the credit of Final Sold Shares to the respective demat accounts of the Allottees as mentioned in (i) above, and other than any Equity Shares remaining to the credit of with the Escrow Account on account of failure to credit Equity Shares to the accounts of the Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) are transferred back to the Promoter Selling Shareholder’s Demat Account, within one (1) Working Day of the credit of the Final Sold Shares to the demat accounts of the Allottees, in accordance with Applicable LawAgent. The Share Escrow Agent or the Manager shall intimate each of the Company, the Promoter Selling Shareholder and the BRLMs of the completion of the actions stated herein, in the format set forth herein as Schedule I. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the Final Offered Shares of the Promoter Selling Shareholder shall, not be in the same proportion as the Final Offered Shares originally credited entitled to the Escrow Account by such Selling Shareholder pursuant to Clause 3.1 and Clause 3.2. It is further clarified that with (i) the debit of the Final Sold Shares deduct from the Escrow Account and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchangesany fees, the monies received for the Final Sold Shares subject to deduction of Offer expenses and other applicable taxesdisbursements charged or incurred by the Escrow Agent or the Manager, will be transferred from the Public Offer Account to the Promoter Selling Shareholder as per the terms of the Cash Escrow and Sponsor Banks Agreement which will be executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Final Offered Shares shall be in accordance connection with the Offer Documentsthis Agreement.