Common use of DEPOSIT OF OFFERED SHARES AND ESCROW TERM Clause in Contracts

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each of the Selling Shareholders shall ensure to debit or cause to debit its respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. ‌ 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, 2 hereof and on or prior to the Deposit Date, each of the Promoter Selling Shareholders shall ensure severally and not jointly agrees to debit or cause to debit its their respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all portion of the Offered Shares from the their respective Promoter Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than on or prior to the Deposit Date. 3.2. It is hereby clarified Provided however that the above-mentioned debit Parties agree 3.2 Each of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholders, instruct the Depositories severally and not to recognise any Transfer which is not in accordance with the terms of this Agreement. Providedjointly, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its their respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described set forth in Clause 5 hereof. Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that: with respect to the Equity Shares to be offered by the Promoter Selling Shareholders, in the event the Bid/Offer Opening Date does not occur within seven (7) Working Days of the filing of the Red Xxxxxxx Prospectus with the RoC, or such other date as may be mutually agreed between the Company, the Promoter Selling Shareholders and the Lead Managers pursuant to this Clause 3, or happening of an Event of Failure, whichever is earlier, as applicable, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing, in a form as set out in Schedule I, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit the Offered Shares of each Promoter Selling Shareholder back to their respective Promoter Selling Shareholder Demat Accounts, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Promoter Selling Shareholders pursuant to Clause 3.1, immediately and in any case within (1) Working Day, upon receipt of such instructions from the Lead Managers, in terms of this Agreement, subject . 3.3 Once the Offered Shares are credited back to the terms set out thereunderrespective Promoter Selling Shareholder Demat Accounts, if the Company and the Promoter Selling Shareholders, jointly or severally, desire to file the Red Xxxxxxx Prospectus with the RoC and a new Deposit Date is determined, the Promoter Selling Shareholders shall debit their respective portion of the Offered Shares from their respective Promoter Selling Shareholder Demat Accounts and credit such Offered Shares to the Escrow Demat Account again in accordance with this Agreement, or as mutually agreed between the Company and the Promoter Selling Shareholders in consultation with the Lead Managers.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. ‌ 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each of the Selling Shareholders shall ensure to the debit or cause to debit of its respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen ten (1510) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its their Offered Shares from its their respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than on the Deposit Datedate as mutually agreed between the Company and the Selling Shareholders in consultation with the BRLMs. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer of title or any legal or beneficial ownership or interest to their portion of the Offered Shares by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before Account, in accordance with the Deposit Dateterms of this Agreement. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account Account, any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, 2 hereof and on or prior to the Deposit Date, each of the Selling Shareholders shall ensure severally and not jointly agrees to debit or cause to debit its their respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all portion of the Offered Shares from the their respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than on or prior to the Deposit Date. 3.2. Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall not be filed unless the Offered Shares are debited from the respective Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with RoC to the Selling Shareholders (with a copy to the Lead Managers) as soon as practicable, and, at least 2 (two) working days prior to the Deposit Date. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the respective Selling Shareholder’s Shareholder Demat Account Accounts and the credit of the Offered Shares into to the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favour favor of the Share Escrow Agent and/or or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered SharesPerson. The Share Escrow Agent xxxxxx hereby agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of of, and in trust for for, the respective Selling Shareholders in accordance with the terms of this Agreement Agreement, and shall, on behalf of the Selling Shareholders, Parties shall not instruct the Depositories not to recognise recognize any Transfer transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law. 3.2 Each of the Selling Shareholders, severally and not jointly, undertake to retain their respective portion of the Offered Shares in the Escrow Demat Account until the completion of events set forth in Clause 5 hereof. ProvidedNotwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, however, that the Parties agree and acknowledge that that: with respect to the Equity Shares to be offered by the Selling Shareholders, if the Red Xxxxxxx Prospectus shall is not filed with the RoC within ten (10) Working Days of credit of such Equity Shares to be filed unless offered by the Selling Shareholders, or such other date as may be mutually agreed between the Company, the Selling Shareholders and the Lead Managers pursuant to this Clause 3, or happening of an Event of Failure, whichever is earlier, as applicable, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing, in a form as set out in Schedule I, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit the Offered Shares of each Selling Shareholder back to their respective Selling Shareholder Demat Accounts, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders pursuant to Clause 3.1, immediately and in any case within (1) Working Day, upon receipt of such instructions from the Lead Managers, in terms of this Agreement. 3.3 Once the Offered Shares are debited from credited back to the respective Selling Shareholder’s Shareholder Demat Account Accounts, if the Company and successfully credited into the Selling Shareholders, jointly or severally, desire to file the Red Xxxxxxx Prospectus with the RoC and a new Deposit Date is determined, the Selling Shareholders shall debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Accounts and credit such Offered Shares to the escrow demat account again in accordance with this Agreement, or as mutually agreed between the Company and the Selling Shareholders in consultation with the Lead Managers. 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares to the Escrow Demat Account before to the Deposit DateCompany, each of the Selling Shareholders and the Lead Managers, in a form as set out in Schedule D on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. 3.3. 3.5 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account any Unsold Shares Accounts, within one (1) Working Day Day, the Unsold Shares remaining to the credit of the Escrow Demat Account after release of their respective proportion of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure of the Offer, in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account Account, in accordance with Clause 2.22.4, and on or prior to before the Deposit Date, as applicable, each of the Selling Shareholders shall ensure Shareholders, severally and not jointly, agree to debit or cause to debit its their respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares the same to the Escrow Demat Account. The Share Escrow Agent shall confirm provide a written confirmation to the Selling Shareholders, the Company and the BRLMs in the form set forth in Schedule D, on the credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account Shareholders to the Escrow Demat Account in Account, on the form set forth in Schedule B same day and immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Selling Shareholder’s Shareholder Demat Account Accounts and the credit of the such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Sharesperson. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling ShareholdersParties shall not, instruct the Depositories not to recognise recognize any Transfer of Offered Shares which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. 3.2 Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 hereinabove, the Share Escrow Agent shall immediately (and in no event later than 1 Working Day) release and credit back to each of the respective Selling Shareholder’s Shareholder Demat Accounts, the Unsold Shares remaining to the credit to the Escrow Demat Account any Unsold Shares within one (1a) Working Day after release upon completion of the Final Sold Shares to the demat account(s) of the AllotteesOffer, if any, or in the event manner provided in Clause 5.2 of an this Agreement, (b) upon occurrence of an Event of Failure Failure, in the manner provided in Clauses 5.3 to 5.7 of this Agreement; or (c) upon occurrence of any other event as may be contemplated under this Agreement. The Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its their respective portion of the Offered Shares in the Escrow Demat Account until the completion of the events described in Clause 5 of this Agreement, subject to the terms set out thereunder5.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon (i) receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, and (ii) receipt of intimation from the Company on the proposed indicative date of filing of the RHP, the Promoter Selling Shareholder will ensure that its Offered Shares are debited from its Promoter Selling Shareholder’s Demat Account and such Offered Shares are credited to the Escrow Demat Account on or prior to the Deposit Date, each of the Selling Shareholders shall ensure to debit or cause to debit its respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm provide a written confirmation to the Promoter Selling Shareholder on the credit of all of the Offered Shares from the respective Promoter Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B on the same day and immediately upon the credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. 3.2. Provided however It is hereby clarified that the above-mentioned debit of the Offered Shares from the Promoter Selling Shareholder’s Demat Account and the credit of such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by the Promoter Selling Shareholder in favour of the Share Escrow Agent and/or any other Person and the Promoter Selling Shareholder shall continue to enjoy all rights attached to the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Promoter Selling Shareholder in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholder, instruct the Depositories not to, recognise any Transfer which is not in accordance with the terms of this Agreement and Applicable Law. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the Promoter Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account. Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.4 herein, the Parties agree and acknowledge that, in the event of occurrence of an Event of Failure or in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen five (155) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, or such other date as may be mutually agreed between the Company, the Promoter Selling Shareholder and the BRLMs, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.4 shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Promoter Selling Shareholder’s Demat Account in the same proportion as from which such shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholders Shareholder pursuant to this Clause 3.13.2, immediately upon receipt of such instruction. The Share Escrow Agent shall provide a written confirmation on the re-credit of the Offered Shares from the Escrow Demat Account to the Promoter Selling Shareholder’s Demat Account. Once the Offered Shares are credited back to the respective Promoter Selling Shareholder’s Demat Account, if the Company and each of the Promoter Selling ShareholdersShareholder, jointly and not severally, desire in consultation with the BRLMs, decide to file the Red Xxxxxxx Prospectus with the RoCRoC and a new Deposit Date is determined, the Promoter Selling Shareholders Shareholder shall debit its the Offered Shares from its respective the Promoter Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement on or before the new Deposit Date, or as mutually agreed between the Company and shall, on behalf of the Promoter Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not Shareholder in accordance consultation with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateBRLMs. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the AllotteesAllottees and the Unsold Shares to the Promoter Selling Shareholder, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Promoter Selling Shareholder’s Demat Account any Account, the Unsold Shares forthwith and in any case within one (1) Working Day after the release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the circumstances and the manner provided in this Agreement. The Subject to Clause 3.1, the Promoter Selling Shareholders agree Shareholder, agrees and undertake undertakes to retain its respective portion the ownership of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each of the Selling Shareholders shall, on or prior to the Deposit Date, each of the Selling Shareholders shall ensure to debit or cause to debit its severally and not jointly transfer their respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account and credit such Offered Shares to the Escrow Demat AccountAccount for the purpose of being offered pursuant to the Offer for Sale. The Company shall communicate an indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to each of Selling Shareholders (with a copy to the Book Running Lead Manager), as soon as practicable, at least 1 day prior to the respective Deposit Date. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Shareholders’ Demat Account to the Escrow Demat Account in the form set forth in Schedule B Annexure III immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs Book Running Lead Manager copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and each of the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such respective proportion of the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective each Selling Shareholder’s Shareholders’ Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1, the Share Escrow Agent shall release and credit back to each of the respective relevant Selling Shareholder’s Shareholders’ Demat Account Accounts, any Unsold Shares within one (1) 1 Working Day after release of their respective portion of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. ‌ 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account Account, in accordance with Clause 2.22.4, and on or prior to before the Deposit Date, as applicable, each of the Selling Shareholders shall ensure Shareholders, severally and not jointly, agree to debit or cause to debit its their respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares the same to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen shall not be filed unless the Offered Shares are debited from the respective Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders (15with a copy to the BRLMs) and, at least 2 (two) Working Days or such other date as may be mutually agreed between Day prior to the PartiesDeposit Date. The Share Escrow Agent shall provide a written confirmation to the Selling Shareholders, of the Company and the BRLMs in the form set forth in Schedule D, on the credit of all of the Offered Shares from the Selling Shareholders to the Escrow Demat Account, on the same Working Day and immediately upon credit of such Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Selling Shareholder’s Shareholder Demat Account Accounts and the credit of the such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Sharesperson. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf none of the Selling Shareholders, Parties shall instruct the Depositories not to recognise recognize any Transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law. Provided, however, Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus does not file with the RoC within seven (7) Working Days of credit of the Offered Shares by the Selling Shareholders in the Escrow Demat Account or such other date as may be mutually agreed upon between the Company, each of the Selling Shareholders and the BRLMs (“RHP Filing Date”), the Share Escrow Agent or any substitute share escrow agent appointed pursuant to Clause 8.4, shall not immediately, upon receipt of instructions from the Company (with a copy to the Selling Shareholders and BRLMs) in writing in a form as set out in Schedule E (which shall be filed unless issued by the Company within one (1) Working Day of expiry of the RHP Filing Date), debit the Offered Shares from the Escrow Demat Account or any new share escrow account opened pursuant to Clause 8.4 and credit the Offered Shares of each Selling Shareholder back to the respective Selling Shareholders Demat Account, in the same proportion as were originally credited to the Escrow Demat Account by such Selling Shareholders immediately upon receipt of such instructions from Company pursuant to this Clause 3.1. Once the Offered Shares are debited credited back to the respective Selling Shareholders Demat Account, and if the Company and the Selling Shareholders in consultation with the BRLMs, jointly and not severally, subsequently decide to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit their respective Offered Shares from the respective Selling Shareholder’s Shareholders Demat Account Accounts and successfully credited into credit such Offered Shares to the Escrow Demat Account before the Deposit Dateagain in accordance with this Agreement. 3.3. 3.2 Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 hereinabove, the Share Escrow Agent shall immediately (and in no event later than 1 Working Day) release and credit back to each of the respective Selling Shareholder’s Shareholder Demat Accounts, the Unsold Shares remaining to the credit to the Escrow Demat Account any Unsold Shares within one (1a) Working Day after release upon completion of the Final Sold Shares to the demat account(s) of the AllotteesOffer, if any, or in the event manner provided in Clause 5.2 of an this Agreement, (b) upon occurrence of an Event of Failure Failure, in the manner provided in this Agreement. The Selling Shareholders agree and undertake Clauses 5.3 to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 5.7 of this Agreement, subject to or (c) if the terms set out thereunderRed Xxxxxxx Prospectus is not filed within the timelines specified in Clause 3.1 above.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.23.1 The Selling Shareholders, on or prior to the Deposit Date, each of the Selling Shareholders shall ensure agree to debit or cause to debit its their respective Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account, subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2 on or prior to the Deposit Date. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, each of the Selling Shareholders, in accordance with the terms of this Agreement and shall instruct the Depository not to recognize any transfer which is not in accordance with the terms of this Agreement and Applicable Law. The Share Escrow Agent shall confirm provide a written confirmation on the credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account Shareholders to the Escrow Demat Account to the Selling Shareholders, the Company and the BRLMs in the form set forth in Schedule B C, on the same day and immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. 3.2 It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Selling Shareholder’s Shareholder Demat Account Accounts and the credit of the such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Dateperson. 3.3. 3.3 Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account any Unsold Shares Account(s) within one (1) Working Day after release Day, any remaining Offered Shares of the Final respective Selling Shareholders standing to the credit of the Escrow Demat Account after credit of the Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The . 3.4 Each of the Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunderbelow.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, 2 hereof and on or prior to the Deposit Date, each of the Selling Shareholders shall ensure severally and not jointly agrees to debit or cause to debit its their respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, free and clear of any Encumbrances. Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall not be filed unless the Offered Shares are debited from the respective Selling Shareholders’ Demat Accounts and successfully credited into the Escrow Demat Account. The Share Escrow Agent Company shall confirm credit communicate the indicative date of all filing of the Red Xxxxxxx Prospectus with RoC to the Selling Shareholders (with a copy to the Lead Managers) as soon as practicable, and, at least 2 (two) Working Days prior to the Deposit Date. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account to Accounts and the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall keep continue to enjoy all the Company rights attached to the Offered Shares. The Share Escrow Agent hereby agrees and BRLMs copied undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the samerespective Selling Shareholders in accordance with the terms of this Agreement, and the Share Escrow Agent shall not instruct the Depositories to recognize any transfer of Offered Shares which is not in accordance with the terms of this Agreement and Applicable Law. 3.2 Each of the Selling Shareholders, severally and not jointly, undertake to retain their respective portion of the Offered Shares in the Escrow Demat Account until the completion of events set forth in Clause 5 hereof. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that that: with respect to the Equity Shares to be offered by the Selling Shareholders, in the event the Bid/Offer Opening Date does not occur within seven (7) Working Days of the filing of the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days RoC, or such other date as may be mutually agreed between the PartiesCompany, the Selling Shareholders and the Lead Managers pursuant to this Clause 3, or happening of credit an Event of the Offered Shares to the Escrow Demat AccountFailure, whichever is earlier, as applicable, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule EI, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit them the Offered Shares of each Selling Shareholder back to the their respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion as Accounts, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders pursuant to this Clause 3.1, immediately and in any case within (1) Working Day, upon receipt of such instruction. instructions from the Lead Managers, in terms of this Agreement. 3.3 Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat AccountAccounts, if the Company and each of the Selling Shareholders, jointly and not or severally, desire to file the Red Xxxxxxx Prospectus with the RoCRoC and a new Deposit Date is determined, the Selling Shareholders shall debit its their respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account again no later than in accordance with this Agreement, or as mutually agreed between the Deposit DateCompany and the Selling Shareholders in consultation with the Book Running Lead Managers. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf to the Company, each of and in trust for the Selling Shareholders and the Lead Managers, in accordance with a form as set out in Schedule D on the terms of this Agreement and shall, same Working Day on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully have been credited into the to Escrow Demat Account before the Deposit DateAccount. 3.3. 3.5 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholders’ Demat Account any Unsold Shares Accounts, within one (1) Working Day Day, the Unsold Shares remaining to the credit of the Escrow Demat Account after release of their respective proportion of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure of the Offer, in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. ‌ 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, 2 hereof and on or prior to the Deposit Date, each of the Selling Shareholders shall ensure severally and not jointly agrees to debit or cause to debit its their respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all portion of the Offered Shares from the their respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than on or prior to the Deposit Date. 3.2. Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall not be filed unless the Offered Shares are debited from the respective Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders (with a copy to the Lead Managers) as soon as practicable, and at least 2 (two) working days prior to the Deposit Date. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the respective Selling Shareholder’s Demat Account Accounts and the credit of the Offered Shares into to the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favour favor of the Share Escrow Agent and/or or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of of, and in trust for for, the respective Selling Shareholders in accordance with the terms of this Agreement Agreement, and shall, on behalf of the Selling Shareholders, Share Escrow Agent shall not instruct the Depositories not to recognise recognize any Transfer transfer of Offered Shares which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree Agreement and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateApplicable Law. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares within one (1) Working Day after release 3.2 Each of the Final Sold Shares to the demat account(s) of the AllotteesSelling Shareholders, if anyseverally and not jointly, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its their respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described set forth in Clause 5 hereof. Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that: with respect to the Equity Shares to be offered by the Selling Shareholders, in the event the (i) the Red Xxxxxxx Prospectus is not filed with the RoC within seven (7) Working Days from the Deposit Date, or such other date as may be mutually agreed between the Company, the Selling Shareholders and the Lead Managers pursuant to this Clause 3, or happening of an Event of Failure, whichever is earlier, as applicable, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing, in a form as set out in Schedule I, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit the Offered Shares of each Selling Shareholder back to their respective Selling Shareholder Demat Accounts, from which such Offered Shares were originally credited in the same proportion to the Escrow Demat Account by each of the Selling Shareholders pursuant to Clause 3.1 (unless otherwise required to satisfy the conditions mentioned in Clause 5.3 (xiii) below), immediately and in any case within (1) Working Day, upon receipt of such instructions from the Lead Managers, in terms of this Agreement, subject . 3.3 Once the Offered Shares are credited back to the terms set out thereunderrespective Selling Shareholder Demat Accounts in the same proportion as were originally credited to the Escrow Demat Account by such Selling Shareholders, if the Company and the Selling Shareholders, jointly or severally, desire to file the Red Xxxxxxx Prospectus with the RoC and a new Deposit Date is determined, the Selling Shareholders shall debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Accounts and credit such Offered Shares to the Escrow Demat Account again in accordance with this Agreement, or as mutually agreed between the Company and the Selling Shareholders in consultation with the Lead Managers.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2.2the provisions of this Agreement, on or prior to the Deposit Date, each of the Selling Shareholders shall ensure Shareholder agrees to debit or cause to debit its respective the Offered Shares from its respective the Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat AccountAccount on or prior to the Deposit Date (i.e., at least two (2) Working Days prior to the filing of the Red Xxxxxxx Prospectus with the RoC or such other time as may be mutually agreed among the Selling Shareholder and the BRLMs). The Share Escrow Agent shall confirm credit of all It is hereby clarified that the above debit of the Offered Shares from the respective Selling Shareholder’s Shareholder Demat Account to and the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by the Selling Shareholder in favor of the Share Escrow Agent or any other person and the Selling Shareholder shall continue to fully enjoy all the rights associated with its Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for the Selling Shareholder in accordance with the terms of this Agreement and shall keep instruct the Company Depositories not to recognize any transfer of the Offered Shares which is not in accordance with the terms of this Agreement. It is hereby clarified that unless the Offered Shares are transferred to the Escrow Demat Account, the Red Xxxxxxx Prospectus will not be filed with the RoC. 3.2 The Selling Shareholder agrees and BRLMs copied on undertakes to retain the sameOffered Shares in the Escrow Demat Account until the completion of events described in Section 5 below. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.2 herein, the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen five (155) Working Days of credit of the Offered Shares by the Selling Shareholder into the Escrow Demat Account, or such other date as may be mutually agreed between the PartiesCompany, of credit of the Offered Shares Selling Shareholder and the BRLMs pursuant to the Escrow Demat Account, this Clause 3.2; the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.2 shall, upon receipt of instructions in writing from the CompanyCompany (with a copy to the BRLMs and Selling Shareholder) in accordance with the timeline specified in Section 5 of this Agreement, in a the form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit them the Offered Shares of the Selling Shareholder back to the respective Selling Shareholder’s Shareholder Demat Account in the same proportion as Account, from which such Offered Shares were originally credited to the Escrow Demat Account by the Selling Shareholders Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. instructions from the Company, in terms of this Agreement. 3.3 Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholder Demat Account, if the Company and each of the Selling ShareholdersShareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoCRoC and a new deposit date is determined, the Selling Shareholders Shareholder shall debit its Offered Shares from its respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than on or before such new deposit date in accordance with this Agreement, or as mutually agreed between the Deposit DateCompany and the Selling Shareholder in consultation with the BRLMs. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares into to the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Company, the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person Shareholder and the Selling Shareholders shall continue to enjoy all BRLMs, in a form as set out in Schedule C on the rights attached to its respective portion of same Working Day on which the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares have been credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateSection 3.1. 3.3. 3.5 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Section 3.1, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account any Unsold the Offered Shares within one (1) Working Day after release remaining to the credit of the Final Escrow Demat Account after credit of the Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior each Selling Shareholder severally and not jointly agrees to the Deposit Date, each debit their respective portion of the Selling Shareholders shall ensure to debit or cause to debit its respective Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat AccountAccount on or prior to the Deposit Date, as applicable. The Share Escrow Agent shall confirm credit of all of provide written confirmation on the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account to the 3.2 Each of the Selling Shareholders severally and shall keep not jointly undertake to retain their respective portion of the Company and BRLMs copied on Offered Shares in the sameEscrow Demat Account in accordance with the terms of this Agreement. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that in the event if the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen seven (157) Working Days of credit of such Equity Shares to be offered by the Selling Shareholders to the Escrow Demat Account or such other date as may be mutually agreed between the PartiesCompany, of credit of the Offered Shares Selling Shareholders and the Managers pursuant to the Escrow Demat Accountthis Clause 3, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing from the Companywriting, in a form as set out in Schedule EH, debit within one Working Day the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit them the Offered Shares of each Selling Shareholder back to the their respective Selling Shareholder’s Shareholder Demat Account in the same proportion as Accounts, fromwhich such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. . 3.3 Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholder Demat AccountAccounts, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall shall, severally and not jointly, debit its their respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account again no later than in accordance with this Agreement, or as may be mutually agreed otherwise between the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person Company and the Selling Shareholders shall continue Shareholders 3.4 Subject to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Accounts, their respective Offered Shares remaining to the credit of the Escrow Demat Account any Unsold Shares within one (1) Working Day after release credit of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure of the Offer, in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 3.2 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.23.1 Each Selling Shareholder, on or prior to the Deposit Dateseverally and not jointly, each of the Selling Shareholders shall ensure to debit or cause agrees to debit its respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat AccountAccount subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2.1 hereof on or prior to the Deposit Date, as applicable. The Share Escrow Agent shall confirm credit of all It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder’s Shareholder Demat Account to Accounts and the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders, in accordance with the terms of this Agreement and shall keep instruct the Company Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this Agreement. 3.2 Each of the Selling Shareholders, severally and BRLMs copied on not jointly, undertakes to retain its respective portion of the sameOffered Shares in the Escrow Demat Account in accordance with the terms of this Agreement. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) a period of 7 Working Days of the credit of the Offered Shares by the Selling Shareholders into the Escrow Demat Account or such other date as may be mutually agreed between the PartiesCompany, of credit of Selling Shareholders and the Offered Shares Book Running Lead Managers pursuant to the Escrow Demat Accountthis Clause 3.2, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing from the Companywriting, in a form as set out in Schedule EK, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit them the Offered Shares of each Selling Shareholder back to the respective Selling Shareholder’s Shareholder Demat Account in the same proportion as Accounts, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. . 3.3 Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholder Demat AccountAccounts, if the Company and each of the Selling Shareholders, jointly and not severally, desire propose to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its their respective Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than in accordance with this Agreement, or as mutually agreed between the Deposit DateCompany and the Selling Shareholders in consultation with the Book Running Lead Managers. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf to the Company, each of and in trust for the Selling Shareholders and the Book Running Lead Managers, in accordance with a form as set out in Schedule D on the terms of this Agreement and shall, same Working Day on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully have been credited into the to Escrow Demat Account before the Deposit DateAccount. 3.3. 3.5 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Accounts, their respective Offered Shares remaining to the credit of the Escrow Demat Account any Unsold Shares within one (1) Working Day after release credit of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure of the Offer, in the manner provided in this Agreement. The . 3.6 If the Company and the Selling Shareholders mutually agree that there is a requirement to increase the Offered Shares, the Selling Shareholders agree and undertake to retain its respective portion of transfer the Offered additional Equity Shares in to the Escrow Demat Account until Account, on receipt of written instructions from the completion of events described in Clause 5 of this AgreementBook Running Lead Managers, subject to within the terms set out thereundertimelines agreed upon by the Parties.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. ‌ 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each of the Promoter Selling Shareholders Shareholder shall ensure to debit or cause to debit its respective the Offered Shares from its respective Selling Shareholder’s her Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Promoter Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs Book Running Lead Manager copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen ten (1510) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Companywriting, in a form as set out in Schedule Annexure E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Promoter Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the such Selling Shareholders Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Promoter Selling Shareholder’s Demat Account, if the Company and each of the Selling ShareholdersShareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders Shareholder shall debit its Offered Shares from its respective Promoter Selling Shareholder’s Demat Account and credit such the Offered Shares to the Escrow Demat Account again no later than one (1) Working Day prior to the Deposit Datedate of the filing of the Red Xxxxxxx Prospectus with the RoC, or as mutually agreed between the Company in consultation with the Book Running Lead Manager. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Promoter Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Promoter Selling Shareholders Shareholder in favour favor of the Share Escrow Agent and/or any other Person and the Promoter Selling Shareholders Shareholder shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Promoter Selling Shareholders Shareholder in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling ShareholdersShareholder, instruct the Depositories not to recognise to, recognize any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Promoter Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Promoter Selling Shareholder’s Demat Account Accounts, any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Promoter Selling Shareholders agree and Shareholder, undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, and on or receipt of intimation from the Company on the proposed date of filing of the RHP, and prior to the Deposit Date, each of the Selling Shareholders shall Shareholders, severally and not jointly, will ensure to debit or cause to debit that its respective Offered Shares (the quantum, which will be agreed upon by the Company, the Corporate Promoter Selling Shareholders and the Investor Selling Shareholders and which will be communicated to each of the Selling Shareholders by the Company at least two (2) Working Days prior to filing of the RHP) are debited from its respective Selling Shareholder’s Shareholders’ Demat Account and credit such Offered Shares are credited to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account to the Escrow Demat Account in writing in the form format set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs Book Running Lead Managers copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen seven (157) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat AccountAccount or such other time period as may be agreed between the Company, the Selling Shareholders and the Book Running Lead Managers, the Share Escrow Agent shall, upon receipt of instructions in writing from the Companywriting, in a form as set out in Schedule E, E2 debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the such Selling Shareholders Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the each Selling Shareholders Shareholder shall debit its respective Offered Shares from its respective Selling Shareholder’s Shareholders’ Demat Account and credit such respective Offered Shares to the Escrow Demat Account again no later than two (2) Working Days prior to the Deposit Datedate of the filing of the Red Xxxxxxx Prospectus with the RoC (on receipt of intimation from the Company on the proposed date of filing of the RHP), or as mutually agreed between the Company, the Corporate Promoter Selling Shareholders and the Investor Selling Shareholders in consultation with the Book Running Lead Managers. 3.2. It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx hereby agrees and undertakes to hold such respective proportion of the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of each of the Selling Shareholders, instruct the Depositories not to to, recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective each Selling Shareholder’s Shareholders’ Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to each of the respective relevant Selling Shareholder’s Shareholders’ Demat Account Accounts, any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Subject to Clause 3.1, Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its the respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each of the Selling Shareholders shall severally ensure to debit or cause to debit its of their respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares to the Escrow Demat AccountAccount for the purpose of being offered pursuant to the Offer for Sale. The Share Escrow Agent shall confirm credit of all of the Offered Shares on or prior to the Deposit Date, from the respective Selling Shareholder’s Shareholders’ Demat Account Accounts to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) 30 Working Days of the Deposit Date or such other date time period as may be mutually agreed to between the PartiesCompany, of credit of BRLMs and the Offered Shares to the Escrow Demat AccountSelling Shareholders, the Share Escrow Agent shall, upon receipt of instructions in writing from the CompanySelling Shareholders, in a form as set out in Schedule E, debit the respective Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion as were was originally credited to the Escrow Demat Account by the such Selling Shareholders Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat AccountAccounts, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoCRoC and a new deposit date is determined, the Selling Shareholders shall debit its their respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account again no later than two (2) Working Days prior to the Deposit Datedate of the filing of the Red Xxxxxxx Prospectus with the RoC, or as mutually agreed between the Company and the Selling Shareholders in consultation with the BRLMs, or in accordance with the terms of this Agreement. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts and the credit of the Offered Shares into the Escrow Demat Account in accordance with Clause 3.1 shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its their respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise recognize any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the The Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Shareholders’ Demat Account Accounts and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholders’ Demat Account Accounts, any Unsold Shares within one (1) Working Day after release of their respective portion of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Subject to Clause 3.1., the Selling Shareholders agree and undertake to retain its their respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each of the Promoter Selling Shareholders Shareholder shall ensure to debit or cause to debit its respective the Offered Shares from its respective the Promoter Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Promoter Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company Company, the Promoter Selling Shareholder and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen ten (1510) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule ED, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Promoter Selling Shareholder’s ’ Demat Account in the same proportion as from which such Offered Shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholders Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Promoter Selling Shareholder’s Demat Account, if the Company and each of the Promoter Selling ShareholdersShareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Promoter Selling Shareholders Shareholder shall debit its Offered Shares from its respective Promoter Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Promoter Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Promoter Selling Shareholders Shareholder in favour of the Share Escrow Agent and/or any other Person and the Promoter Selling Shareholders Shareholder shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx hereby agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Promoter Selling Shareholders Shareholder in accordance with the terms of this Agreement and Applicable Law and shall, on behalf of the Promoter Selling ShareholdersShareholder, instruct the Depositories not to to, recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Promoter Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Promoter Selling Shareholder’s Demat Account any Account, the Unsold Shares within one (1immediately but no later than two(2) Working Day Days after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Promoter Selling Shareholders agree Shareholder agrees and undertake undertakes to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of (i) confirmation of the opening of the Escrow Demat Account in accordance with Clause 2.2the provisions of this Agreement, and (ii) intimation from the Company of the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders, on or prior to the Deposit Date, each Selling Shareholder, severally and not jointly, agrees to debit its respective portion of the Offered Shares (the quantum, which will be agreed upon by the Company, each of the Selling Shareholders shall ensure and which will be communicated to debit or cause each of the Selling Shareholders by the Company at least two (2) Working Days prior to debit its respective Offered Shares the Deposit Date) from its the respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat AccountAccount for the purpose of being offered pursuant to the Offer for Sale. The Company shall communicate the date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders (with a copy to the BRLMs), as soon as practicable and at least two (2) Working days prior to the Deposit Date. The Share Escrow Agent shall confirm to each of the Selling Shareholder credit of all of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts to the Escrow Demat Account along with the transaction statement in the form set forth in Schedule B C immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen seven (157) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares or such other time period as may be mutually agreed to between the Escrow Demat AccountCompany, BRLMs and the Selling Shareholders, the Share Escrow Agent shall, upon receipt of instructions in writing from the CompanySelling Shareholders, in a form as set out in Schedule E, debit the respective Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.13.1 and 3.2, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s ’ Demat AccountAccounts, if the Company and each of the Selling ShareholdersShareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoCRoC and a new deposit date is determined, the Selling Shareholders shall debit its their respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account again no later than prior to the Deposit Datedate of the filing of the Red Xxxxxxx Prospectus with the RoC (upon receipt of an intimation from the Company of the revised indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders), or as mutually agreed between the Company and the Selling Shareholders in consultation with the BRLMs, or in accordance with the terms of this Agreement. 3.2. 3.2 It is hereby clarified that the above-mentioned above debit of the Offered Shares from each of the respective Selling Shareholder’s Shareholder Demat Account and the credit of the Offered Shares into to the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favour favor of the Share Escrow Agent and/or or any other Person person and the Selling Shareholders shall continue to fully enjoy all the rights attached to its associated with their respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of of, and in trust for the for, each Selling Shareholders Shareholder in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, shall instruct the Depositories not to recognise recognize any Transfer transfer of such Offered Shares which is not in accordance with the terms of this Agreement. Provided, however, It is hereby clarified that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from transferred to the Escrow Demat Account, the Red Xxxxxxx Prospectus will not be filed with the RoC. 3.3 Each of the Selling Shareholders, severally and not jointly, agrees and undertakes to retain their respective Selling Shareholder’s Demat Account and successfully credited into portion of the Offered Shares in the Escrow Demat Account before until the Deposit Datecompletion of events described in Clause 5 below. 3.3. 3.4 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall shall, release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Accounts their respective Offered Shares remaining to the credit of the Escrow Demat Account any Unsold Shares within one (1) Working Day after release credit of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, and on receipt of intimation from the Company on the proposed indicative date of filing of the RHP, on or prior to the Deposit Date, each of the Selling Shareholders shall Shareholders, severally and not jointly, will ensure to debit or cause to debit that its respective Offered Shares are debited from its respective Selling Shareholder’s Shareholders’ Demat Account and credit such Offered Shares are credited to the Escrow Demat Account. The Share Escrow Agent shall confirm provide a written confirmation on the credit of all of the Offered Shares from the respective Selling Shareholder’s Shareholders’ Demat Account to the Escrow Demat Account in the form set forth in Schedule B on the same day and immediately upon the credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs Book Running Lead Managers copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen five (155) Working Days from the Deposit Date or such other date time period as may be mutually agreed to between the Parties, of credit of Company and the Offered Shares to Selling Shareholders in consultation with the Escrow Demat AccountBook Running Lead Managers, the Share Escrow Agent shall, upon receipt of instructions in writing from the Companywriting, in a form as set out in Schedule EB1, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the such Selling Shareholders Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the each Selling Shareholders Shareholder shall debit its respective Offered Shares from its respective Selling Shareholder’s Shareholders’ Demat Account and credit such respective Offered Shares to the Escrow Demat Account again no later than the Deposit DateDate or as mutually agreed between the Company and the Selling Shareholders with the Book Running Lead Managers. 3.2. It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the exercise their rights attached to its respective portion in respect of the Offered Shares. The Share Escrow Agent xxxxxx hereby agrees and undertakes to hold such respective proportion of the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of each of the Selling Shareholders, instruct the Depositories not to to, recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts, any Unsold Shares within one (1) Working Day after the release of their respective proportion of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Subject to Clause 3.1, the Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its the respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, 2 hereof and on or prior to the Deposit Date, each of the Selling Shareholders shall ensure to debit or cause Shareholder, severally and not jointly agrees to debit its respective portion of the Offered Shares from its respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Shareholders Demat Account Accounts and successfully credited into the Escrow Demat Account before Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with RoC to the Selling Shareholders (with a copy to the Lead Managers) as soon as practicable, and at least 2 (two) Working Days prior to the Deposit Date. It is hereby clarified that the above- mentioned debit of the respective portion of Offered Shares from the respective Selling Shareholder Demat Accounts and the credit of such Offered Shares to the Escrow Demat Account shall not be construed or deemed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by any of the Selling Shareholders in favor of the Share Escrow Agent and/or any other Person. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement and shall instruct the Depositories not to recognize any Transfer of Offered Shares which is not in accordance with the terms of this Agreement and Applicable Law. 3.33.2 Each of the Selling Shareholders, severally and not jointly, undertake to retain their respective portion of the Offered Shares in the Escrow Demat Account until the completion of events set forth in Clause 5 hereof. Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.2(iii) or Clause 8.3 herein, the Parties agree and acknowledge that with respect to the Equity Shares to be offered by the Selling Shareholders, in the event the Bid/Offer Opening Date does not occur within seven (7) Working Days of the filing of the Red Xxxxxxx Prospectus with the RoC, or such other date as may be mutually agreed between the Company, the Selling Shareholders and the Lead Managers pursuant to this Clause 3, or happening of an Event of Failure, whichever is earlier, as applicable, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.2(iii) or Clause 8.3 shall, immediately upon receipt of instructions from the Company in writing, in a form as set out in Schedule I, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.2(iii) or Clause 8.3, and credit the Offered Shares of each Selling Shareholder back to their respective Selling Shareholder Demat Accounts, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders pursuant to Clause 3.1, immediately and in any case within (1) Working Day, upon receipt of such instructions from the Company, in terms of this Agreement. 3.3 Pursuant to clause 3.2, once the Offered Shares are credited back to the respective Selling Shareholder Demat Accounts, if the Company and the Selling Shareholders, jointly and not severally, in consultation with the Lead Managers, subsequently decide to open the Offer and a new Deposit Date is determined, the Selling Shareholders shall debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Accounts and credit such Offered Shares to the Escrow Demat Account again on or before such new Deposit Date in accordance with this Agreement, or as mutually agreed between the Company and the Selling Shareholders in consultation with the Lead Managers. 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders and the Lead Managers, in a form as set out in Schedule D on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. 3.5 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account any Unsold Shares Accounts, within one (1) Working Day Day, the Unsold Shares remaining to the credit of the Escrow Demat Account: (a) upon completion of the Offer, in the manner provided in Clause 5.2 of this Agreement, after release of their respective proportion of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an (b) upon occurrence of an Event of Failure of the Offer, in the manner provided in this Agreement. The Selling Shareholders agree , (c) if the Bid/Offer Opening Date does not occur within such period, provided in and undertake to retain its respective portion in accordance with Clause 3.2 above; or (d) upon occurrence of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of any other event as may be contemplated under this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date2 hereof, each of the Selling Shareholders shall ensure severally and not jointly agrees to debit or cause to debit its their respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, free and clear of any Encumbrances. Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall not be filed unless the Offered Shares are debited from the respective Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account. The Share Escrow Agent Company shall confirm credit communicate the indicative date of all filing of the Red Xxxxxxx Prospectus with RoC to the Selling Shareholders (with a copy to the Lead Managers) as soon as practicable, and, at least two (2) working days prior to the Deposit Date. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder’s Shareholder Demat Account to Accounts and the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, and the Parties shall keep not instruct the Company Depositories to recognize any transfer of Offered Shares which is not in accordance with the terms of this Agreement and BRLMs copied on Applicable Law. 3.2 Each of the sameSelling Shareholders, severally and not jointly, undertake to retain their respective portion of the Offered Shares in the Escrow Demat Account until the completion of events set forth in Clause 5 hereof. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that in that, with respect to the event Equity Shares to be offered by the Selling Shareholders, if the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen ten (1510) Working Days of credit of such Equity Shares to be offered by the Selling Shareholders, or such other date as may be mutually agreed between the PartiesCompany, the Selling Shareholders and the Lead Managers pursuant to this Clause 3, or happening of credit an Event of the Offered Shares to the Escrow Demat AccountFailure, whichever is earlier, as applicable, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule EI, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit them the Offered Shares of each Selling Shareholder back to the their respective Selling Shareholder’s Shareholder Demat Account in the same proportion as Accounts, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders pursuant to this Clause 3.1, immediately and in any case within (1) Working Day, upon receipt of such instructioninstructions from the Company, in terms of this Agreement. Further, it is clarified that the instructions referred to herein to be issued by the Company in the form as set out in Schedule I in consultation with the Selling Shareholders. 3.3 Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholder Demat AccountAccounts, if the Company and each of the Selling Shareholders, jointly and not or severally, desire to file the Red Xxxxxxx Prospectus with the RoCRoC and a new deposit date is determined, the Selling Shareholders shall debit its their respective portion of the Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account again no later than in accordance with this Agreement, or as mutually agreed between the Deposit DateCompany and the Selling Shareholders in consultation with the Lead Managers. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf to the Company, each of and in trust for the Selling Shareholders and the Lead Managers, in accordance with a form as set out in Schedule D on the terms of this Agreement and shall, same Working Day on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully have been credited into the to Escrow Demat Account before the Deposit DateAccount. 3.3. 3.5 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account any Unsold Shares Accounts, within one (1) Working Day Day, the Unsold Shares remaining to the credit of the Escrow Demat Account after release of their respective proportion of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure of the Offer, in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, and on or receipt of intimation from the Company on the proposed indicative date of filing of the RHP, at least two (2) Working Days prior to the Deposit Date, each of the Selling Shareholders shall Shareholders, severally and not jointly, will ensure to debit or cause to debit that its respective Offered Shares are debited from its respective Selling Shareholder’s Shareholders’ Demat Account and credit such Offered Shares are credited to the Escrow Demat Account. The Share Escrow Agent shall confirm provide a written confirmation on the credit of all of the Offered Shares from the respective Selling Shareholder’s Shareholders’ Demat Account to the Escrow Demat Account in the form set forth in Schedule B on the same day and immediately upon the credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen five (155) Working Days from the Deposit Date or such other date time period as may be mutually agreed to between the Parties, of credit of Company and the Offered Shares to Selling Shareholders in consultation with the Escrow Demat AccountBRLMs, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule EB1, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the such Selling Shareholders Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, Shareholders desire to file the Red Xxxxxxx Prospectus with the RoCRHP, the each Selling Shareholders Shareholder shall debit its respective Offered Shares from its respective Selling Shareholder’s Shareholders’ Demat Account and credit such respective Offered Shares to the Escrow Demat Account again no later than the Deposit DateDate and upon receipt of intimation from the Company on the proposed indicative date of filing of the RHP. 3.2. It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such respective proportion of the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of each of the Selling Shareholders, instruct the Depositories not to to, recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective each Selling Shareholder’s Shareholders’ Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts, any Unsold Shares within one (1) Working Day after the release of their respective proportion of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Subject to Clause 3.1, the Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its the respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or Section 2 hereof and prior to the Deposit Datefiling of the Red Xxxxxxx Prospectus, each of the Selling Shareholders shall ensure agree to debit or cause to debit its their respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares shares to the Escrow Demat Account, provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed with the RoC unless the Offered Shares are debited from the respective Selling Shareholders’ Demat Accounts and successfully credited into the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all It is hereby clarified that such debit of the Offered Shares from the respective Selling Shareholder’s Shareholders’ Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer transfer by any of the such Selling Shareholders in favour favor of the Share Escrow Agent and/or any other Person person and the Selling Shareholders shall continue to enjoy all the rights attached to its associated with their respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of of, and in trust for for, the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, shall instruct the Depositories not to recognise recognize any Transfer transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree Agreement and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateApplicable Law. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. 3.2 The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause Section 5 below. Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to this Agreement, the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within seven (7) Working Days of credit of the final Offered Shares to the Escrow Demat Account pursuant to this Section 3, the Share Escrow Agent or any new share escrow agent appointed, shall, upon receipt of instructions in writing, debit the final Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to this Agreement, and credit them back to the respective Selling Shareholders’ Demat Accounts, as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Section, as the case may be, immediately upon receipt of such instruction. Once the final Offered Shares are credited back to the Selling Shareholders’ Demat Accounts, if the Company and the Selling Shareholders desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit their respective final Offered Shares from their respective Selling Shareholders’ Demat Accounts and credit such final Offered Shares to the Escrow Demat Account again not later than one (1) Working Day prior to the date of the filing of the Red Xxxxxxx Prospectus with the RoC, or as mutually agreed between the Company and the Selling Shareholders in consultation with the Lead Managers. 3.3 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares into the Escrow Demat Account to the Company, the Selling Shareholders and the Lead Managers in a form as set out in Schedule V on the same Working Day as the date on which the Offered Shares have been credited to the Escrow Demat Account in accordance with Section 3.1. 3.4 Subject to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account, the Offered Shares and shall release the Sold Shares to the Allottees in the manner provided in this Agreement. Notwithstanding the provisions of Section 3.1, the Share Escrow Agent shall release and credit back to each Selling Shareholders’ Demat Accounts the respective Offered Shares of the respective Selling Shareholders remaining to the credit of the Escrow Demat Account immediately and no later than 2 (two) Working Days after credit of the Sold Shares to the demat accounts of the Allottees, if any, or in the occurrence of an Event of Failure in the manner provided in Section 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account Account, in accordance with Clause 2.22.4, and on or prior to before the Deposit Date, as applicable, each of the Promoter Selling Shareholders shall ensure Shareholders, severally and not jointly, agree to debit or cause to debit its their respective portion of the Offered Shares from its their respective Promoter Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares the same to the Escrow Demat Account. The Share Escrow Agent shall confirm provide a written confirmation to the Promoter Selling Shareholders, the Company and the BRLM in the form set forth in Schedule D, on the credit of all of the Offered Shares from the respective Promoter Selling Shareholder’s Demat Account Shareholders to the Escrow Demat Account in Account, on the form set forth in Schedule B same day and immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the respective portion of the Offered Shares from each of the respective Promoter Selling Shareholder’s Shareholder Demat Account Accounts and the credit of the such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by any of the Promoter Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Sharesperson. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the respective Promoter Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling ShareholdersParties shall not, instruct the Depositories not to recognise recognize any Transfer of Offered Shares which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. 3.2 Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 hereinabove, the Share Escrow Agent shall immediately (and in no event later than 1 Working Day) release and credit back to each of the respective Promoter Selling Shareholder’s Shareholder Demat Accounts, the Unsold Shares remaining to the credit to the Escrow Demat Account any Unsold Shares within one (1a) Working Day after release upon completion of the Final Sold Shares to the demat account(s) of the AllotteesOffer, if any, or in the event manner provided in Clause 5.2 of an this Agreement, (b) upon occurrence of an Event of Failure Failure, in the manner provided in Clauses 5.3 to 5.7 of this Agreement; or (c) upon occurrence of any other event as may be contemplated under this Agreement. The Promoter Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its their respective portion of the Offered Shares in the Escrow Demat Account until the completion of the events described in Clause 5 of this Agreement, subject to the terms set out thereunder5.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of The Selling Shareholder agrees to debit the Offered Shares from the Selling Shareholder Demat Account and credit the same to the Escrow Demat Account in accordance with Clause 2.2, on or prior to latest by the Deposit Date, each Working Day immediately after the date of the filing of the RHP with the Stock Exchanges and SEBI or such other date as may be mutually agreed upon between parties. The Selling Shareholders Shareholder shall ensure to debit or cause to debit its respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to provide a confirmation in the Escrow Demat Account. form set forth in Schedule B. The Share Escrow Agent shall confirm the credit of all of the Offered Shares from the respective Selling Shareholder’s Shareholder Demat Account to the Escrow Demat Account in the form set forth in Schedule B C immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Shareholder Demat Account and the credit of the such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders Shareholder in favour of the Share Escrow Agent and/or and/ or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Sharesperson. The Share Escrow Agent xxxxxx agrees and undertakes to hold such the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders Shareholder in accordance with the terms of this Agreement and shall, on behalf of the Parties and the Selling ShareholdersShareholder shall not, and shall instruct the Depositories not to recognise to, recognize any Transfer transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.33.2. Subject to, and in accordance with the terms and conditions hereofstated in this Agreement, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account, any unsold Offered Shares remaining to the credit of the Escrow Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders Shareholder shall agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation from the Share Escrow Agent of opening of the Escrow Demat Account in accordance with Clause 2.2, on or Section 2.1 hereof and at least two (2) Working Days prior to the Deposit Datefiling of the Red Xxxxxxx Prospectus, each of the Selling Shareholders shall ensure Shareholder, severally and not jointly, agrees to debit or cause to debit its their respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such shares to the Escrow Demat Account, provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed with the RoC unless the Offered Shares to are debited from the respective Selling Shareholders’ Demat Accounts and successfully credited into the Escrow Demat Account. The Share Escrow Agent Company shall confirm credit communicate the indicative date of all filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders (with a copy to the Lead Managers) as soon as practicable, and at least 7 (seven) Working Days prior to filing of the Red Xxxxxxx Prospectus. It is hereby clarified that such debit of the Offered Shares from the respective Selling Shareholder’s Shareholders’ Demat Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed or deemed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by such Selling Shareholders in favor of the Share Escrow Agent and/or any other person and the Selling Shareholders shall continue to enjoy the rights associated with their respective Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the form set forth respective Selling Shareholders in Schedule B immediately upon credit accordance with the terms of this Agreement and shall instruct the Depositories not to recognize any transfer which is not in accordance with the terms of this Agreement and Applicable Law. 3.2 Each of the Selling Shareholders, severally and not jointly, agree and undertake to retain its respective portion of the Offered Shares to in the Escrow Demat Account and shall keep until the Company and BRLMs copied on the samecompletion of events described in Section 5 below. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to this Agreement, the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen seven (157) Working Days or such other date as may be mutually agreed between the Parties, of credit of the final Offered Shares to the Escrow Demat AccountAccount pursuant to this Section 3, (i) the Share Escrow Agent shallCompany shall immediately after the expiry of the period mentioned above, upon receipt of issue written instructions in writing from the Company, in a form as set out in Schedule EXII (“Share Debit Instruction”) to the Share Escrow Agent or any new share escrow agent appointed, , and (ii) the Share Escrow Agent or any new share escrow agent appointed shall, upon receipt of the Share Debit Instruction, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to this Agreement, and credit them back to the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion Accounts, as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1Section, as the case may be, immediately and in any case, within (1) Working Day upon receipt of such instruction. Provided that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within seven (7) Working Days of credit of the final Offered Shares to the Escrow Demat Account, and the Company has failed to issue the Share Debit Instruction within such time stipulated above, the Selling Shareholders, severally and not jointly, shall have a right to issue a notice substantially in the form of the Share Debit Instruction to the Share Escrow Agent (“Selling Shareholder Share Debit Notice”), with a copy to the Lead Managers and the Company, and the Share Escrow Agent agrees to act on such instructions received as part of the Selling Shareholder Share Debit Notice from the respective Selling Shareholders. Once the respective Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat AccountAccounts, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its their respective final Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such final Offered Shares to the Escrow Demat Account again no not later than two (2) Working Day prior to the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit date of the Offered Shares from each filing of the Selling Shareholder’s Demat Account Red Xxxxxxx Prospectus with the RoC, or as mutually agreed between the Company and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of consultation with the Share Escrow Agent and/or any other Person Lead Managers, and the Selling Shareholders Parties shall continue to enjoy all follow the rights attached to its respective portion procedure as set out in Section 3.1 and this Section 3.2 for such deposit of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or Section 2 hereof and prior to the Deposit Datefiling of the Red Xxxxxxx Prospectus, each of the Selling Shareholders shall ensure Shareholder, severally and not jointly, agrees to debit or cause to debit its their respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares shares to the Escrow Demat Account, provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed with the RoC unless the Offered Shares are debited from the respective Selling Shareholders’ Demat Accounts and successfully credited into the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all It is hereby clarified that such debit of the Offered Shares from the respective Selling Shareholder’s Shareholders’ Demat Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed or deemed as a transfer by such Selling Shareholders in favor of the Share Escrow Agent and/or any other person and the Selling Shareholders shall continue to enjoy the rights associated with their respective Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the form set forth Selling Shareholders in Schedule B immediately upon credit accordance with the terms of this Agreement and shall instruct the Depositories not to recognize any transfer which is not in accordance with the terms of this Agreement and Applicable Law. 3.2 The Selling Shareholders, severally and not jointly, agree and undertake to retain its respective portion of the Offered Shares to in the Escrow Demat Account and shall keep until the Company and BRLMs copied on the samecompletion of events described in Section 5 below. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to this Agreement, the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen seven (157) Working Days or such other date as may be mutually agreed between the Parties, of credit of the final Offered Shares to the Escrow Demat AccountAccount pursuant to this Section 3, the Share Escrow Agent or any new share escrow agent appointed, shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule Ewriting, debit the final Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to this Agreement, and credit them back to the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion Accounts, as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1Section, as the case may be, immediately upon receipt of such instruction. Once the final Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat AccountAccounts, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its their respective final Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such final Offered Shares to the Escrow Demat Account again no not later than one (1) Working Day prior to the Deposit Datedate of the filing of the Red Xxxxxxx Prospectus with the RoC, or as mutually agreed between the Company and the Selling Shareholders in consultation with the Lead Managers. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and 3.3 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Company, the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all Lead Managers in a form as set out in Schedule VI on the rights attached to its respective portion of same Working Day as the date on which the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares have been credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateSection 3.1. 3.3. 3.4 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Section 3.1, the Share Escrow Agent shall release and credit back to each Selling Shareholders’ Demat Accounts the respective Offered Shares of the respective Selling Shareholder’s Shareholders remaining to the credit of the Escrow Demat Account any Unsold Shares within one immediately and no later than 2 (1two) Working Day Days after release credit of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause Section 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each the Selling Shareholders, severally and not jointly, agree to debit their respective portion of the Selling Shareholders shall ensure to debit or cause to debit its respective Offered Shares from its their respective Selling Shareholder’s Shareholders’ Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders at least 1 (one) Working Day prior to the Deposit Date. The Share Escrow Agent shall confirm provide a written confirmation to the Company and the Selling Shareholders on the credit of all of the Offered Shares from each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts to the Escrow Demat Account in the form set forth in Schedule B on the same day and immediately upon the credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days from the Deposit Date or such other date time period as may be mutually agreed to between the Parties, of credit of Company and the Offered Shares to Selling Shareholders in consultation with the Escrow Demat AccountBRLMs, the Share Escrow Agent shall, upon receipt of instructions in writing from the Companywriting, in a form as set out in Schedule EB1, debit the Offered Shares from the Escrow Demat Account and credit them back to each of the respective Selling Shareholder’s Shareholders’ Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the such Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Shareholders’ Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoCRHP, the Selling Shareholders shall debit its their Offered Shares from its respective their Selling Shareholder’s Shareholders’ Demat Account and credit such Offered Shares to the Escrow Demat Account again in accordance with the terms of this Agreement no later than the revised Deposit DateDate that shall be communicated to them by the Company. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Shareholders’ Demat Account Accounts and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from each of the respective Selling Shareholder’s Shareholders’ Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to each of the respective Selling Shareholder’s Shareholders’ Demat Account Accounts, any Unsold Shares within one (1) Working Day after (i) the release of the their Final Sold Shares to the demat account(s) of the Allottees, if any, or (ii) in the event of an occurrence of an Event of Failure in the manner provided in this Agreement, or (iii) the RHP is not filed within the timelines specified. The Subject to Clause 3.1, the Selling Shareholders Shareholders, agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of the opening of the Escrow Demat Account Account, in accordance with Clause 2.22.4, and on or prior to before the Deposit Date, each the Selling Shareholders, agree to debit their respective portion of the Selling Shareholders shall ensure to debit or cause to debit its respective Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares the same to the Escrow Demat Account. The Share Escrow Agent Company shall confirm credit communicate the indicative date of all filing of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed RHP with the RoC within fifteen to the Selling Shareholders (15with a copy to the BRLM) at least three (3) Working Days prior to Deposit Date or such other date as may be mutually agreed upon between the PartiesCompany, the Selling Shareholders and the BRLM. The Share Escrow Agent shall provide a written confirmation to the Selling Shareholders, the Company and the BRLM in the form set forth in Schedule C, on the credit of credit their respective portion of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in on the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, day and immediately upon receipt credit of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Shareholder Demat Account Accounts and the credit of the such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Sharesperson. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling ShareholdersParties shall not, instruct the Depositories not to recognise recognize any Transfer of Offered Shares which is not in accordance with the terms of this Agreement. Provided, however, Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten (10) Working Days of credit of the Offered Shares to the Escrow Demat Account pursuant to Deposit Date or such other date as may be mutually agreed upon between the Company, the Selling Shareholders and the BRLM, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.4, shall not immediately, upon receipt of instructions from the Company in writing in a form as set out in Schedule D (which shall be filed unless issued by the Company within one (1) Working Day of expiry of the period of ten (10) Working Days specified above), debit the Offered Shares from the Escrow Demat Account or any new share escrow account opened pursuant to Clause 8.4 and credit the respective portion of the Offered Shares of the Selling Shareholders back to their respective Selling Shareholder Demat Accounts, in the same proportion, as were originally credited to the Escrow Demat Account by the Selling Shareholders, within one (1) Working Day pursuant to this Clause 3.1. Once the Offered Shares are debited credited back to the Selling Shareholder Demat Accounts, and if the Company in consultation with the BRLM, subsequently decides to open the Offer, and a new deposit date is determined, the Selling Shareholders shall debit their respective portion of Offered Shares from the their respective Selling Shareholder’s Shareholder Demat Account Accounts and successfully credited into credit such Offered Shares to the Escrow Demat Account again on or before such new deposit date or as mutually agreed between the Deposit DateCompany and the Selling Shareholder, in consultation with the BRLM. 3.3. 3.2 Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. Notwithstanding the provisions of Clause 3.1 hereinabove, the Share Escrow Agent shall immediately (and in no event later than one (1) Working Day) release and credit back to the respective Selling Shareholder Demat Account, the Unsold Shares remaining to the credit to the Escrow Demat Account (a) upon completion of the Offer, in the manner provided in Clause 5.2 of this Agreement, (b) upon occurrence of an Event of Failure, in the manner provided in Clauses 5.3 to 5.7 of this Agreement or (c) upon occurrence of any other event as may be contemplated under this Agreement. The Selling Shareholder, severally and not jointly, agree and undertake to retain the Offered Shares in the Escrow Demat Account until completion of the events described in Clause 5. 3.3 Once the Offered Shares are credited back to the respective Selling Shareholders’ Demat Accounts, if the Company and the Selling Shareholders, jointly or severally, desire to file the Red Xxxxxxx Prospectus with the RoC and a new Deposit Date is determined, the Selling Shareholders shall debit their respective portion of the Offered Shares from their respective Selling Shareholders’ Demat Accounts and credit such Offered Shares to the Escrow Demat Account again in accordance with this Agreement, or as mutually agreed between the Company and the Selling Shareholders in consultation with the Book Running Lead Manager. 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders and the Lead Managers, in a form as set out in Schedule D on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. 3.5 Subject to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account, the Offered Shares and shall release the Sold Shares to the Allottees in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholders’ Demat Account any Unsold Shares Accounts, within one (1) Working Day Day, the Unsold Shares remaining to the credit of the Escrow Demat Account after release of their respective proportion of the Final Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure of the Offer, in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each of the Selling Shareholders shall ensure to debit or cause to debit of its respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit DateAccount. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account Account, any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree agrees and undertake undertakes to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of the opening of the Escrow Demat Account Account, in accordance with Clause 2.22.4, and on or prior to before the Deposit Date, each the Promoter Selling Shareholders, Promoter Group Selling Shareholders, Individual Selling Shareholder, Investor Selling Shareholder and Other Selling Shareholders, severally and not jointly, agree to debit their respective portion of the Selling Shareholders shall ensure to debit or cause to debit its respective Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares the same to the Escrow Demat Account. The Share Escrow Agent Company shall confirm credit communicate the indicative date of all filing of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed RHP with the RoC within fifteen to the Promoter Selling Shareholders, Promoter Group Selling Shareholders, Individual Selling Shareholder, Investor Selling Shareholder and Other Selling Shareholders (15with a copy to the BRLMs) at least three (3) Working Days prior to Deposit Date or such other date as may be mutually agreed upon between the PartiesCompany, the Promoter Selling Shareholders, Promoter Group Selling Shareholders, Individual Selling Shareholder, Investor Selling Shareholder and Other Selling Shareholders and the BRLMs. The Share Escrow Agent shall provide a written confirmation to the Promoter Selling Shareholders, Promoter Group Selling Shareholders, Individual Selling Shareholder, Investor Selling Shareholder and Other Selling Shareholders, the Company and the BRLMs in the form set forth in Schedule C, on the credit of credit their respective portion of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in on the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, day and immediately upon receipt credit of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Shareholder Demat Account Accounts and the credit of the such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer (including transfer of title or any legal or beneficial ownership or interest) by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Sharesperson. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling ShareholdersParties shall not, instruct the Depositories not to recognise recognize any Transfer of Offered Shares which is not in accordance with the terms of this Agreement. Provided, however, Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten (10) Working Days of credit of the Offered Shares to the Escrow Demat Account pursuant to Deposit Date or such other date as may be mutually agreed upon between the Company, the Selling Shareholders and the BRLMs, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.4, shall not immediately, upon receipt of instructions from the Company in writing in a form as set out in Schedule D (which shall be filed unless issued by the Company within one (1) Working Day of expiry of the period of ten (10) Working Days specified above), debit the Offered Shares from the Escrow Demat Account or any new share escrow account opened pursuant to Clause 8.4 and credit the respective portion of the Offered Shares of the Selling Shareholders back to their respective Selling Shareholder Demat Accounts, in the same proportion, as were originally credited to the Escrow Demat Account by the Selling Shareholders, within one (1) Working Day pursuant to this Clause 3.1. Once the Offered Shares are debited credited back to the Selling Shareholder Demat Accounts, and if the Company in consultation with the BRLMs, subsequently decides to open the Offer, and a new deposit date is determined, the Selling Shareholders shall debit their respective portion of Offered Shares from the their respective Selling Shareholder’s Shareholder Demat Account Accounts and successfully credited into credit such Offered Shares to the Escrow Demat Account again on or before such new deposit date or as mutually agreed between the Deposit DateCompany and the Selling Shareholders, in consultation with the BRLMs. 3.3. 3.2 Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 hereinabove, the Share Escrow Agent shall immediately (and in no event later than one (1) Working Day) release and credit back to the respective Selling Shareholder’s Shareholder Demat Accounts, the Unsold Shares remaining to the credit to the Escrow Demat Account any Unsold Shares within one (1a) Working Day after release upon completion of the Final Sold Shares to the demat account(s) of the AllotteesOffer, if any, or in the event manner provided in Clause 5.2 of an this Agreement, (b) upon occurrence of an Event of Failure Failure, in the manner provided in Clauses 5.3 to 5.7 of this Agreement or (c) upon occurrence of any other event as may be contemplated under this Agreement. The Selling Shareholders Shareholders, severally and not jointly, agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of the events described in Clause 5 of this Agreement, subject to the terms set out thereunder5.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date2 hereof, each of the Promoter Selling Shareholders shall ensure severally and not jointly agrees to debit or cause to debit its their respective portion of the Offered Shares from its their respective Promoter Selling Shareholder’s Shareholders Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account on or prior to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit Deposit Date, free and clear of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the sameany Encumbrances. Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall not be filed unless the Offered Shares are debited from the respective Promoter Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account. The Company shall 3.2 Each of the Promoter Selling Shareholders, severally and not jointly, undertake to retain their respective portion of the Offered Shares in the event Escrow Demat Account until the completion of events set forth in Clause 5 hereof. Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that, with respect to the Equity Shares to be offered by the Promoter Selling Shareholders, if the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen twenty one (1521) Working Days of credit of such Equity Shares to be offered by the Promoter Selling Shareholders, or such other date as may be mutually agreed between the PartiesCompany, the Promoter Selling Shareholders and the Managers pursuant to this Clause 3, or happening of credit an Event of the Offered Shares to the Escrow Demat AccountFailure, whichever is earlier, as applicable, the Share Escrow Agent or any new share escrow agent appointed pursuant to Clause 8.3 shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule EI, debit the respective Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3, and credit them the Offered Shares of each Promoter Selling Shareholder back to the their respective Promoter Selling Shareholder’s Shareholder Demat Account in the same proportion as Accounts, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Promoter Selling Shareholders pursuant to this Clause 3.1, immediately and in any case within (1) Working Day, upon receipt of such instructioninstructions from the Company, in terms of this Agreement. Further, it is clarified that the instructions referred to herein to be issued by the Company in the form as set out in Schedule I in consultation with the Promoter Selling Shareholders. 3.3 Once the Offered Shares are credited back to the respective Promoter Selling Shareholder’s Shareholder Demat AccountAccounts, if the Company and each of the Promoter Selling Shareholders, jointly and not or severally, desire to file the Red Xxxxxxx Prospectus with the RoCRoC and a new deposit date is determined, the Promoter Selling Shareholders shall debit its their respective portion of the Offered Shares from its their respective Promoter Selling Shareholder’s Shareholder Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account again no later than in accordance with this Agreement, or as mutually agreed between the Deposit DateCompany and the Promoter Selling Shareholders in consultation with the Managers. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and 3.4 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf to the Company, each of and in trust for the Promoter Selling Shareholders and the Managers, in accordance with a form as set out in Schedule D on the terms of this Agreement and shall, same Working Day on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully have been credited into the to Escrow Demat Account before the Deposit DateAccount. 3.3. 3.5 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.the

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2.2, 2.1 hereof and on or prior to the Deposit Date, each Selling Shareholder severally and not jointly agrees to debit their respective portion of the Selling Shareholders shall ensure to debit or cause to debit its respective Offered Shares from its their respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent Company shall confirm credit communicate the indicative date of all filing of the RHP with the RoC to the Selling Shareholders (with a copy to the BRLMs) and, at least 2 (two) Working Day prior to the filing of the Red Xxxxxxx Prospectus with the RoC or as mutually agreed upon by the Company and the Selling Shareholders with the BRLMs. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder’s Shareholder Demat Account to Accounts and the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement and shall keep instruct the Company Depositories not to recognize any transfer of Offered Shares which is not in accordance with the terms of this Agreement and BRLMs copied on Applicable Law. 3.2 Each of the sameSelling Shareholders, severally and not jointly, undertakes to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events set forth in Clause 5 hereof. Provided however that Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.3 herein, the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, instruct the Depositories not to recognise any Transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. Subject to, and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.ten

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2.2the provisions of this Agreement, on or prior to the Deposit Date, each of the Selling Shareholders shall ensure agree to debit or cause to debit its respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all of the Offered Shares from the respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than on or prior to the Deposit Date. 3.2. It is hereby clarified that the above-mentioned above debit of the Offered Shares from each of the Selling Shareholder’s Shareholder Demat Account and the credit of the Offered Shares into to the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders Shareholder in favour favor of the Share Escrow Agent and/or or any other Person person and the Selling Shareholders Shareholder shall continue to fully enjoy all the rights attached to associated with its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of of, and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Selling Shareholders, shall instruct the Depositories not to recognise recognize any Transfer transfer of the Offered Shares which is not in accordance with the terms of this Agreement. Provided, however, It is hereby clarified that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from transferred to the respective Escrow Demat Account, the Red Xxxxxxx Prospectus will not be filed with the RoC. 3.2 The Selling Shareholder’s Demat Account Shareholders agree and successfully credited into undertakes to retain the Offered Shares in the Escrow Demat Account before until the Deposit Datecompletion of events described in Section 5 below. 3.3. 3.3 The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, the Selling Shareholders and the BRLMs, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to the Escrow Demat Account in accordance with Section 3.1. 3.4 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account Account, the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Section 3.1, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account any Unsold the Offered Shares within one (1) Working Day after release remaining to the credit of the Final Escrow Demat Account after credit of the Sold Shares to the demat account(s) accounts of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. Upon receipt of confirmation of opening of 3.1 The Promoter Selling Shareholder agrees to debit the Offered Shares from the Promoter Selling Shareholder Demat Account and credit the same to the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date, each latest by next Working Day after filing of the RHP with the Stock Exchanges and SEBI or such other date as may be mutually agreed upon between parties. The Promoter Selling Shareholders Shareholder shall ensure to debit or cause to debit its respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to provide a confirmation in the Escrow Demat Account. form set forth in Schedule B. The Share Escrow Agent shall confirm the credit of all of the Offered Shares from the respective Promoter Selling Shareholder’s Shareholder Demat Account to the Escrow Demat Account in the form set forth in Schedule B C immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the Deposit Date. 3.2. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the Selling Shareholder’s Demat Account and the credit of the Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer by any of the Selling Shareholders in favour of the Share Escrow Agent and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold such the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of and in trust for the Promoter Selling Shareholders Shareholder in accordance with the terms of this Agreement and shallthe Parties and the Promoter Selling Shareholder shall not, on behalf of the Selling Shareholders, and shall instruct the Depositories not to recognise to, recognize any Transfer transfer which is not in accordance with the terms of this Agreement. Provided, however, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into the Escrow Demat Account before the Deposit Date. 3.3. 3.2 Subject to, and in accordance with the terms and conditions hereofstated in this Agreement, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, in the manner provided in this Agreement. The Share Escrow Agent shall release and credit back to the respective Promoter Selling Shareholder’s Shareholder Demat Account, any unsold Offered Shares remaining to the credit of the Escrow Demat Account any Unsold Shares within one (1) Working Day after release of the Final Sold Shares to the demat account(s) of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Promoter Selling Shareholders Shareholder shall agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement, subject . 3.3 It is hereby clarified that the above-mentioned debit of the Offered Shares from the Promoter Selling Shareholder Demat Account and the credit of such Offered Shares into the Escrow Demat Account shall not be construed as or deemed to be a Transfer (including transfer of title or any legal or beneficial ownership or interest) by the terms set out thereunderPromoter Selling Shareholder in favour of the Share Escrow Agent and/or any other person.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, on or prior to the Deposit Date2 hereof, each of the Selling Shareholders shall ensure severally and not jointly agrees to debit or cause to debit its their respective Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account. The Share Escrow Agent shall confirm credit of all portion of the Offered Shares from the their respective Selling Shareholder’s Demat Account to the Escrow Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days or such other date as may be mutually agreed between the Parties, of credit of the Offered Shares to the Escrow Demat Account, the Share Escrow Agent shall, upon receipt of instructions in writing from the Company, in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit them back to the respective Selling Shareholder’s Demat Account in the same proportion as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’s Demat Account, if the Company and each of the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, the Selling Shareholders shall debit its Offered Shares from its respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than on or prior to the Deposit Date. 3.2, free and clear of any Encumbrances. The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders, the Registrar to the Company and the Managers, in a form as set out in Schedule D on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from each of the respective Selling Shareholder’s Shareholders Demat Account Accounts and the credit of the Offered Shares into to the Escrow Demat Account shall not be construed as or deemed to be construed as a Transfer transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favour favor of the Share Escrow Agent and/or or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to its respective portion of the Offered SharesPerson. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of of, and in trust for for, the respective Selling Shareholders Shareholder in accordance with the terms of this Agreement Agreement, and shall, on behalf of the Selling Shareholders, Parties shall not instruct the Depositories not to recognise recognize any Transfer transfer of Offered Shares which is not in accordance with the terms of this Agreement. ProvidedAgreement and Applicable Law. 3.2 Each of the Selling Shareholders, howeverseverally and not jointly, that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall not be filed unless undertake to retain their respective portion of the Offered Shares are debited from the respective Selling Shareholder’s Demat Account and successfully credited into in the Escrow Demat Account before until the Deposit Datecompletion of events set forth in Clause 5 hereof. 3.3. 3.3 Subject to, to and in accordance with the terms and conditions hereof, the Share Escrow Agent shall receive and hold in the Escrow Demat Account the Offered Shares and shall release the Final Sold Shares to the Allottees, Allottees in the manner provided in this Agreement. The Notwithstanding the provisions of Clause 3.1 above, the Share Escrow Agent shall release and credit back to the respective Selling Shareholder’s Shareholder Demat Account any Unsold Shares Accounts, within one (1) Working Day after release of Day, the Final Sold Unsold Shares remaining to the demat account(s) credit of the Allottees, if any, or in the event of an occurrence of an Event of Failure in the manner provided in this Agreement. The Selling Shareholders agree and undertake to retain its respective portion of the Offered Shares in the Escrow Demat Account until the completion after release of events described in Clause 5 of this Agreement, subject to the terms set out thereunder.their respective