Common use of Shareholding Pattern Clause in Contracts

Shareholding Pattern. The shareholding pattern of the Company before and after the allotment of the New Subscription Securities to IITK, shall be as described in Schedule – “II”. SUBSCRIPTION TO THE NEW SUBSCRIPTION SECURITIES Subject to the terms of this Agreement and relying on the Warranties, on the Closing Date, IITK hereby jointly and severally agree to subscribe to, and the Company hereby agrees to allot and issue to IITK the New Subscription Securities at a pre-money valuation of INR [●] /- Indian Rupees [●]. IITK shall pay to the Company the New Subscription Amount in consideration of which the Company shall issue and allot to IITK, New Subscription Securities in accordance with Clause 6, based on different tranches. CONDITIONS PRECEDENT The obligation of IITK to subscribe to the New Subscription Securities is subject to the fulfilment (unless specifically waived in writing by IITK), in form and manner satisfactory to IITK, of the following conditions (“Conditions Precedent”): Completion of financial, business and legal due diligence exercise of the Company by IITK and resolution of all issues raised by IITK pursuant thereto; The Parties shall have obtained necessary corporate approvals, management approvals, third party approvals, legal approvals, appropriate Authorisations from the Governmental Authorities, in form and manner reasonable and necessary for consummation of the transactions contemplated herein. The Company and the Promoters have complied all the regulatory requirements of the Companies ▇▇▇ ▇▇▇▇ or any other Applicable Laws in India for the allotment of the New Subscription Securities to IITK. These requirement may include- Passing of Board Resolutions for the allotment of the New Subscription Securities to IITK, and wherever needed to convene a General Meeting and the Company shall have convened a General Meeting to pass the following resolutions the amendment of the existing Charter Documents to conform to the transaction documents to the satisfaction of the Parties, which resolution shall state that the amended Charter Documents shall be effective from the Closing Date The Company shall have increased its authorized capital, to include the issuance and allotment of the New Subscription Securities to IITK. The Company and the Promoters shall have ensured that all documents (offer letter, Share subscription Application etc.) required from the Company and the Promoters to be filed under applicable Law in respect of allotment of New Subscription Securities to IITK are prepared and kept ready for submission to each of the relevant authorities (ROC, Ministry of Corporate Affairs etc.), as applicable. The Company shall have filled all the required e-forms (SH-7, MGT-14 etc. or any other prescribed form) with the Registrar of Companies (ROC) No event shall have occurred or be continuing which has, or would reasonably be expected to have, a Material Adverse Effect; Subject to the Disclosure Schedule, as of the Effective Date, each of the Warranties of the Warrantors being true and accurate in all material respects and not misleading in each case as of the Effective Date and as of the Closing Date; The Parties shall have agreed on the amendments required to be made to the Charter Documents to reflect the terms of this Agreement;

Shareholding Pattern. The shareholding pattern of the Company before and after the allotment of the New Subscription Securities to IITK, shall be as described in Schedule – “II”. SUBSCRIPTION TO THE NEW SUBSCRIPTION SECURITIES Subject to the terms of this Agreement and relying on the Warranties, on the Closing Date, IITK hereby jointly and severally agree to subscribe to, and the Company hereby agrees to allot and issue to IITK the New Subscription Securities at a pre-money valuation of INR [●] /- Indian Rupees [●]. IITK shall pay to the Company the New Subscription Amount in consideration of which the Company shall issue and allot to IITK, New Subscription Securities in accordance with Clause 6., based on different tranches. CONDITIONS PRECEDENT The obligation of IITK to subscribe to the New Subscription Securities is subject to the fulfilment (unless specifically waived in writing by IITK), in form and manner satisfactory to IITK, of the following conditions (“Conditions Precedent”): Completion of financial, business and legal due diligence exercise of the Company by IITK and resolution of all issues raised by IITK pursuant thereto; The Parties shall have obtained necessary corporate approvals, management approvals, third party approvals, legal approvals, appropriate Authorisations from the Governmental Authorities, in form and manner reasonable and necessary for consummation of the transactions contemplated herein. The Company and the Promoters have complied all the regulatory requirements of the Companies ▇▇▇ ▇▇▇▇ or any other Applicable Laws in India for the allotment of the New Subscription Securities to IITK. These requirement may include- Passing of Board Resolutions for the allotment of the New Subscription Securities to IITK, and wherever needed to convene a General Meeting and the Company shall have convened a General Meeting to pass the following resolutions the amendment of the existing Charter Documents to conform to the transaction documents to the satisfaction of the Parties, which resolution shall state that the amended Charter Documents shall be effective from the Closing Date The Company shall have increased its authorized capital, to include the issuance and allotment of the New Subscription Securities to IITK. The Company and the Promoters shall have ensured that all documents (offer letter, Share subscription Application etc.) required from the Company and the Promoters to be filed under applicable Law in respect of allotment of New Subscription Securities to IITK are prepared and kept ready for submission to each of the relevant authorities (ROC, Ministry of Corporate Affairs etc.), as applicable. The Company shall have filled all the required e-forms (SH-7, MGT-14 etc. or any other prescribed form) with the Registrar of Companies (ROC) No event shall have occurred or be continuing which has, or would reasonably be expected to have, a Material Adverse Effect; Subject to the Disclosure Schedule, as of the Effective Date, each of the Warranties of the Warrantors being true and accurate in all material respects and not misleading in each case as of the Effective Date and as of the Closing Date; The Parties shall have agreed on the amendments required to be made to the Charter Documents to reflect the terms of this Agreement;