Common use of Issue of Shares Clause in Contracts

Issue of Shares. 8.1 In respect of any new Ordinary Shares, including Loan Shares, to be issued to the Lender pursuant to this Agreement the Company shall make application for Admission of the Ordinary Shares, as soon as possible after receipt of a Loan Notice or Subscription Notice (as the case may be). Any such Admission is expected to be on the third clear Trading Day after such application is made. 8.2 The relevant number of Ordinary Shares (including Loan Shares) shall be Delivered within five (5) days from the date on which the Loan Notice or as the case may be, Subscription Notice is received (or deemed to have been received, in accordance with Clause 15). Any breach of this Clause 8.2 will amount to a serious breach of this Agreement which the Company acknowledges may cause the Lender significant financial loss. 8.3 On or before the Trading Day immediately prior to the anticipated date of Admission of any new Ordinary Shares to be issued to the Lender pursuant to this Agreement the following shall occur: 8.3.1 the Company shall, conditional only upon Admission of such Ordinary Shares, allot and issue the relevant Ordinary Shares to the Lender; 8.3.2 the Company shall do all acts and things reasonably necessary to procure Admission of the relevant Ordinary Shares on the next following Trading Day; 8.3.3 the Company shall give all necessary directions and instructions to its registrars to procure that the relevant new Ordinary Shares are Delivered to the Lender's CREST Account on the date of Admission. 8.4 The Ordinary Shares to be issued to the Lender under this Agreement shall be allotted and issued by the Company fully paid and free from all claims, charges, liens, encumbrances, equities and third party rights whatsoever and will rank pail passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends or other distributions declared, made or paid after the date of their allotment. 8.5 If the Company fails to Deliver any Ordinary Shares within ten (10) calendar days from the date on which the Loan Notice or, as the case may be, Subscription Notice is received (or deemed to have been received in accordance with Clause 15), the Lender may immediately demand from the Company and the Company shall, without prejudice to any other rights which the Lender may have under this Agreement, within three (3) Business Days of the end of the month in which such demand is made pay an amount equal to the greater of:

Issue of Shares. 8.1 In respect of any new Ordinary Shares, including Loan Shares or Warrant Shares, to be issued to the Lender pursuant to this Agreement Agreement, the Company shall make application for Admission of the new Ordinary Shares, as soon as possible after receipt of a valid Loan Notice or Subscription Notice (as the case may be). Any such Admission is expected to be on the third clear Trading Day after such application is made. 8.2 The relevant number of Ordinary Shares (including Loan Shares or Warrant Shares) shall be Delivered within five seven (57) days from the date on which the Loan Notice or as the case may be, Subscription Notice is received (or deemed to have been received, in accordance with Clause 1517). Any breach of this Clause 8.2 will amount to a serious material breach of this Agreement which the Company acknowledges may cause the Lender significant financial loss. 8.3 On or before the Trading Day immediately prior to the anticipated date of Admission of any new Ordinary Shares to be issued to the Lender pursuant to this Agreement the following shall occur: 8.3.1 (a) the Company shall, conditional only upon Admission of such Ordinary Shares, allot and issue the relevant Ordinary Shares to the Lender; 8.3.2 (b) the Company shall do all acts and things reasonably necessary to procure Admission of the relevant Ordinary Shares on the next following Trading Day;; and 8.3.3 (c) the Company shall give all necessary directions and instructions to its registrars to procure that the relevant new Ordinary Shares are Delivered to the Lender's ’s CREST Account on the date of Admission. 8.4 The Ordinary Shares to be issued to the Lender under this Agreement shall be allotted and issued by the Company fully paid and free from all claims, charges, liens, encumbrances, equities and third party rights whatsoever and will rank pail pari passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends or other distributions declared, made or paid after the date of their allotment. 8.5 If the Company fails to Deliver any Ordinary Shares in breach of or in accordance with its obligations under this Agreement to do so within ten (10) calendar days from after the date on which of the relevant Loan Notice or, as the case may be, or Subscription Notice is received (or deemed to have been received received, in accordance with Clause 15), the Lender may immediately demand from the Company and 17) then the Company shall, without prejudice to any other rights which the Lender may have under this Agreement, pay by way of liquidated damages to the Lender an amount equal to 2% (two per cent.) of the then outstanding amount of the Loan within three (3) Business Days Trading Days. The parties agree that this represents a genuine pre-estimate of loss and is not in any way intended to be a penalty. Further, such failure shall constitute an Event of Default which may be waived or remedied only with the express consent of the end of the month in which such demand is made pay an amount equal to the greater of:Lender.

Issue of Shares. 8.1 In 5.1 Upon this Scheme becoming effective and upon vesting of the 5Paisa Digital Undertaking of IHL in 5PCL in terms of this Scheme, 5PCL shall, without any further application or deed, issue and allot equity shares (“New Equity Shares”), credited as fully paid-up, to the extent indicated below, to the members of IHL, holding fully paid up equity shares in IHL and whose names appear in the Register of Members of IHL on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as may be recognized by the Board of Directors of 5PCL in the following manner: 1 ( One) fully paid up New Equity Share of Rs. 10 (Rupees Ten) each of 5PCL shall be issued and allotted for every 25 (Twenty Five) fully paid up equity shares of Rs. 2 (Rupees Two) each held in IHL.” 5.2 No fractional shares shall be issued by 5PCL in respect of any new Ordinary Sharesthe fractional entitlements, including Loan Sharesif any, to which the members of IHL may be entitled on issue and allotment of Equity Shares in 5PCL as above. The Board of Directors of 5PCL or a committee thereof shall consolidate all such fractional entitlements to be rounded off, and issue and allot the Equity Shares in lieu thereof to a Director and / or Officer(s) as nominee of 5PCL on the express understanding that such Director and / or Officer(s) to whom such new Equity Shares are allotted shall sell the same in the market and pay to 5PCL the net sale proceeds thereof, whereupon 5PCL shall distribute such net sale proceeds to the members of IHL in proportion to their fractional entitlements 5.3 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of IHL, the Board of Directors of IHL shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of equity shares in IHL, after the effectiveness of this Scheme. 5.4 The New Equity Shares shall be issued in dematerialized form to those shareholders who hold shares of IHL in dematerialized form, in to the Lender pursuant account in which IHL shares are held or such other account as is intimated by the shareholders to this Agreement IHL and / or its Registrar before the Company Record Date. All those shareholders who hold shares of IHL in physical form shall make application for Admission receive the equity shares, in dematerialized form provided the details of their account with the Ordinary Shares, as soon as possible after receipt of a Loan Notice Depository Participant are intimated in writing to IHL and / or Subscription Notice (as its Registrar before the case may be)Record Date. Any The shareholders who fail to provide such Admission is expected to details shall be on the third clear Trading Day after such application is madeissued equity shares in physical form. 8.2 5.5 The relevant number of Ordinary Shares (including Loan Shares) shall be Delivered within five (5) days from the date on which the Loan Notice or as the case may be, Subscription Notice is received (or deemed to have been received, in accordance with Clause 15). Any breach of this Clause 8.2 will amount to a serious breach of this Agreement which the Company acknowledges may cause the Lender significant financial loss. 8.3 On or before the Trading Day immediately prior to the anticipated date of Admission of any new Ordinary New Equity Shares to be issued by 5PCL to the Lender members of IHL pursuant to clause 5.1 of this Agreement Scheme will be listed and/or admitted to trading in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 on all the following Stock Exchanges on which shares of IHL are listed on the Effective Date. 5PCL shall occur: 8.3.1 enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with the Company shall, conditional only upon Admission applicable laws or regulations for 5PCL with the requirements of such Ordinary Shares, allot and issue the relevant Ordinary Shares said Stock Exchanges/SEBI. Upon the said allotment the resultant shareholders/shareholding pattern of 5PCL will be identical to the Lender; 8.3.2 shareholders/shareholding pattern of IHL. The New Equity Shares of 5PCL allotted pursuant to the Company Scheme shall do all acts remain frozen in the depositories system till listing and things reasonably necessary to procure Admission trading permission is given by the designated Stock Exchange(s). There shall be no change in the shareholding pattern or control in 5PCL between the Record Date and the listing which may affect the status of approvals received from the Stock Exchange(s). The shares so allotted shall be freely tradable and shall not have any lock in period unless contrary contained in any regulation. Post sanction of the relevant Ordinary Shares on the next following Trading Day;Scheme by National Company Law Tribunal, IHL/5PCL will make necessary application(s) to NSE/BSE/ SEBI in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India vide Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 including for relaxation under sub rule 19(7) of rule 19 of Securities Contracts (Regulations) Rules, 1957. 8.3.3 the Company 5.6 5PCL shall give all necessary directions and instructions to its registrars to procure that the relevant new Ordinary Shares are Delivered to the Lender's CREST Account on the date extent if required, increase its Authorized Share Capital to facilitate issue of Admissionequity shares under this Scheme. 8.4 The Ordinary Shares 5.7 Approval of this Scheme by the shareholders of 5PCL shall be deemed to be issued the due compliance of the provisions of Section 42 read with 62 of the Companies Act, 2013, and the other relevant and applicable provisions of the Act for the issue and allotment of New Equity Shares by 5PCL to the Lender shareholders of IHL, as provided in this Scheme 5.8 The approval of this Scheme by the shareholders of IHL and 5PCL under this Agreement Sections 391 and 394 of the Act shall be allotted and issued by the Company fully paid and free from all claims, charges, liens, encumbrances, equities and third party rights whatsoever and will rank pail passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends or other distributions declared, made or paid after the date of their allotment. 8.5 If the Company fails to Deliver any Ordinary Shares within ten (10) calendar days from the date on which the Loan Notice or, as the case may be, Subscription Notice is received (or deemed to have been received in accordance with Clause 15)the approval under Sections 13, 14 and 186 of the Lender may immediately demand from Companies Act, 2013 and other applicable provisions of the Company Act and the Company shall, without prejudice to any other rights which the Lender may have under consents and approvals required in this Agreement, within three (3) Business Days of the end of the month in which such demand is made pay an amount equal to the greater of:regard.

Issue of Shares. 8.1 In respect of 4.1 The Company must not allot or issue any new Ordinary Shares to any person unless: (a) the Company has complied with the provisions of this clause; or the Company has already provisioned for the issue of new Shares at a later date as part of existing share options, such as through employee option pool, share vesting, or convertible notes, as set out in Schedule 1(B) and Schedule 3; or (b) the Company has obtained the prior written consent of the Shareholder Majority and unanimous approval by all Shareholders that individually hold a minimum of 10% equity. 4.2 If and when the Company intends to issue new Shares (the “New Shares”), the Company must first offer the Relevant Portion of the New Shares to each Shareholder by issuing a notice in writing (“Issue Notice”). The Company must specify in the Issue Notice: (a) the total number and class of New Shares proposed to be issued; (b) the number of New Shares offered to the Shareholder (being the Relevant Portion of New Shares); (c) the terms of issue, including Loan Sharesthe price at which the New Shares will be issued; and (d) the date by which the offer will lapse, to which must be issued to the Lender pursuant to this Agreement the Company shall make application for Admission of the Ordinary Shares, as soon as possible after receipt of a Loan Notice or Subscription Notice not less than twenty (as the case may be). Any such Admission is expected to be on the third clear Trading Day after such application is made. 8.2 The relevant number of Ordinary Shares (including Loan Shares20) shall be Delivered within five (5) days Business Days from the date on which of the Loan Notice or as Issue Notice. 4.3 A Shareholder who wishes to accept the case offer of the Relevant Portion of the New Shares (a “Shareholder Subscriber”) must give notice in writing to the Board (“Subscription Notice”) confirming its acceptance within the timeframe specified in the Issue Notice. A Shareholder Subscriber may bealso indicate in its Subscription Notice, if it so desires, that it intends to subscribe for any New Shares not accepted by other Shareholders. Any Subscription Notice, once given, is irrevocable. 4.4 Failure to submit a Subscription Notice is received (or deemed by the lapse date of the offer will constitute a waiver on the part of such Shareholder of its right to have been received, in accordance with Clause 15). Any breach of subscribe for New Shares under this Clause 8.2 will amount to a serious breach of this Agreement which the Company acknowledges may cause the Lender significant financial lossclause. 8.3 On 4.5 If no Shareholder declines the offer, each Shareholder will be allocated such number of New Shares that is equivalent to its Relevant Portion. 4.6 If one or before more Shareholder declines the Trading Day immediately prior offer, the Relevant Portion of New Shares offered to such declining Shareholders will be allocated to the anticipated Shareholder Subscriber(s) who have indicated their intention to subscribe for New Shares not accepted by other Shareholders. 4.7 If more than one Shareholder Subscriber has indicated an intention to subscribe for New Shares not accepted by other Shareholders, such New Shares will be allocated among such Shareholder Subscribers pro rata according to the size of their shareholding as at the date of Admission the Subscription Notice. 4.8 As soon as reasonably practicable after determination of any new Ordinary the entitlements for New Shares of each Shareholder Subscriber, the Board will give each Shareholder Subscriber a notice setting out the number of New Shares to be issued allocated, the amount of subscription money to be paid by each Shareholder Subscriber, and the date and time for completion of the subscription. 4.9 After the procedure set out in this clause has been complied with, the Company will be free to offer any New Shares not having been allocated to any Shareholder (“Unallocated Shares”) to third parties on terms no more favorable to such parties than those offered to the Lender pursuant to this Agreement the following shall occur: 8.3.1 the Company shallShareholders, conditional only upon Admission of such Ordinary Shares, allot and issue the relevant Ordinary Shares to the Lender; 8.3.2 the Company shall do all acts and things reasonably necessary to procure Admission of the relevant Ordinary Shares on the next following Trading Day; 8.3.3 the Company shall give all necessary directions and instructions to its registrars to procure provided that the relevant new Ordinary allotment and issuance of all Unallocated Shares are Delivered to the Lender's CREST Account on the date of Admission. 8.4 The Ordinary Shares to be issued to the Lender under this Agreement shall be allotted and issued by the Company fully paid and free from all claims, charges, liens, encumbrances, equities and third party rights whatsoever and will rank pail passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends or other distributions declared, made or paid after the date of their allotment. 8.5 If the Company fails to Deliver any Ordinary Shares within ten (10) calendar days from the date on which the Loan Notice or, as the case may be, Subscription Notice is received (or deemed to have been received in accordance with Clause 15), the Lender may immediately demand from the Company and the Company shall, without prejudice to any other rights which the Lender may have under this Agreement, completed within three (3) Business Days months from the date of the end Issue Notice. 4.10 The allotment and issuance of Unallocated Shares is conditional upon such person first entering into a binding deed of adherence whereby it will be bound by the terms of this Agreement, or a new shareholders' agreement as agreed by the Parties. 4.11 If a Shareholder Subscriber fails to pay subscription money for the New Shares allocated to it by the completion time specified by the Board, such New Shares will be deemed as Unallocated Shares and may be issued by the Company to third parties in accordance with Clause 4.9 4.12 If the offer of Unallocated Shares has not been completed within three (3) months from the date of the month Issue Notice, the Company may not issue those shares without complying again with the procedure set out in which such demand is made pay an amount equal this clause. 4.13 This clause does not apply to the greater of:any Exempted Issue.

Issue of Shares. 8.1 In (a) Save for any Required Equity Subscription, the Directors may not allot any new Shares without the prior written approval of each of the Significant Shareholders in accordance with this Clause 4.1 and Clause 6.2. (b) Subject to Clause 4.1(a) and Clause 6.2 and except as otherwise determined by the Board with the prior approval in writing of all Significant Shareholders, all new Shares (the “Offer Shares”) shall, before issue, be offered, on the same terms, to the Shareholders in accordance with the provisions of this Clause 4.1. Such offer shall be made by notice in writing: (i) inviting each Shareholder to irrevocably offer to subscribe for up to its Agreed Proportion of the Offer Shares (such number of Shares being the Shareholder’s “Equity Allocation”); (ii) specifying the subscription price per Share (the “Offer Price”); and (iii) limiting the date (being not less than ten (10) Business Days after the date of the notice) within which the offer if not accepted will be deemed to be declined (the “Expiry Date”). (c) If, following the Expiry Date in respect of an offer of Shares pursuant to Clause 4.1(b), one or more Shareholders (a “Declining Shareholder”) has not irrevocably offered to subscribe for its full Equity Allocation, the Company shall serve notice in writing (a “Top-Up Offer Notice”) of this fact on each Shareholder (if any) that has irrevocably offered to subscribe for its full Equity Allocation (an “Accepting Shareholder”). A Top-Up Offer Notice shall: (i) specify: (A) the number of Shares comprised in the Equity Allocation of the Declining Shareholder for which the Declining Shareholder has not irrevocably offered to subscribe (the “Declined Shares”); (B) the amount equal to the number of Declined Shares multiplied by the Offer Price (such amount being the “Declined Equity Finance”); and (ii) invite each Accepting Shareholder to provide (as contemplated by Clause 4.1(d) below) to the Company, in addition to the amount equal to its full Equity Allocation multiplied by the Offer Price (such amount being its “Agreed Equity Finance”), some or all of the Declined Equity Finance to the Company in the manner specified below. (d) Within 5 Business Days of service of a Top-Up Offer Notice, each Accepting Shareholder shall notify the Company in writing (a “Top-Up Response”) whether or not it wishes to provide any new Ordinary Sharesof the Declined Equity Finance and, including if it does so wish, the amount of the Declined Equity Finance that it wishes to provide (or procure be provided) to the Company (the “Top-Up Finance”). Each Top-Up Response shall also specify the proportion of the Agreed Equity Finance and (if any) the Top-Up Finance that: (i) the Accepting Shareholder is to provide by means of a subscription for Shares at the Offer Price; and/or (ii) the Accepting Shareholder, or (in the case of AerCap) any member of the AerCap Group, or (in the case of Waha), any member of the Waha Group, is to provide by means of a subscription for loan notes in the Company, which loan notes shall be issued pursuant to a loan note instrument in the form of the 15% Loan SharesNote Instrument. If an Accepting Shareholder fails to serve a Top-Up Response within 5 Business Days of service of a Top-Up Offer Notice, it shall be deemed to have irrevocably agreed to provide its Agreed Equity Finance by way of subscription for Shares at the Offer Price. (e) Where more than one Accepting Shareholder indicates in its Top-Up Response that it wishes to provide Top-Up Finance and the aggregate amount of Top-Up Finance that the Accepting Shareholders wish to provide is in excess of the Declined Equity Finance, then unless the Board agrees otherwise, the amount of Top-Up Finance to be issued provided by such Accepting Shareholders shall be reduced so that: (i) the aggregate amount of Top-Up Equity Finance is equal to the Lender Declined Equity Finance; and (ii) the amount of Top-Up Equity Finance to be provided by each such Accepting Shareholder is pro rata to the amount of their respective offers to provide Top-Up Equity Finance. (f) Any decisions or actions required to be taken by the Board in order to authorise the allotment and issue of Shares to an Accepting Shareholder or loan notes to an Accepting Shareholder (or a Related Company of an Accepting Shareholder) pursuant to this Agreement Clause 4.1 shall be delegated to the Directors appointed by the Accepting Shareholder, which Directors (acting reasonably and in good faith in the best interests of the Company having regard to their fiduciary duties as Directors) shall make application for Admission have full authority on behalf of the Ordinary SharesCompany to take and shall take, as soon as possible after receipt all such decisions and actions in order to authorise the allotment and issue of a Loan Notice or Subscription Notice such Shares and/or loan notes (as the case may be). Any such Admission is expected to be on The quorum requirement for any meeting of the third clear Trading Day after such application is made. 8.2 The relevant number of Ordinary Shares (including Loan Shares) Board shall be Delivered within five satisfied if two Directors appointed by the Accepting Shareholder are present and any Board resolution necessary to implement or authorise the allotment and issue of such Shares and/or loan notes (5) days from the date on which the Loan Notice or as the case may be, Subscription Notice is received (or ) shall be deemed to have been received, in accordance with Clause 15)validly passed if approved by such Directors. Any breach The provisions of this Clause 8.2 will amount 4.1(f) apply only to resolutions of the Board necessary to implement or authorise the allotment and issue of Shares to an Accepting Shareholder and/or loan notes to an Accepting Shareholder (or a serious breach Related Company of an Accepting Shareholder) pursuant to this Clause 4.1 and not to any other resolutions of the Board and no meeting of the Board which is quorate solely because of this Agreement which Clause 4.1(f) shall consider any other matters. For the Company acknowledges may cause avoidance of doubt, nothing in this Clause 4.1(f) shall prejudice the Lender significant financial lossright of any Director to receive notice of and to attend Board meetings. 8.3 On (g) Subject to Clause 4.1(h), if after exhaustion of the preceding provisions of this Clause 4.1, any Offer Shares have not be accepted (or before the Trading Day immediately prior to the anticipated date of Admission substituted by means of any new Ordinary loan contemplated by Clause 4.1(d)(ii)), such Shares to may be issued to such persons and upon such terms and conditions as the Lender pursuant to this Agreement the following shall occur: 8.3.1 the Company shall, conditional only upon Admission of such Ordinary Shares, allot and issue the relevant Ordinary Shares Directors deem most beneficial to the Lender;Company. 8.3.2 (h) Except as may otherwise be agreed with the prior written consent of each Significant Shareholder, the Company shall do all acts not allot any Shares to any person that is not an existing Shareholder or a Related Company of an existing Shareholder (a “Third Party Allottee”): (i) unless the Shares are allotted to the Third Party Allottee upon the condition that such allottee agrees to execute and things reasonably necessary executes a Deed of Adherence and agrees to procure Admission be bound by the terms of and assume the rights and obligations of the relevant Ordinary Shares on the next following Trading Day; 8.3.3 the Company shall give all necessary directions and instructions to its registrars to procure that the relevant new Ordinary Shares are Delivered to the Lender's CREST Account on the date of Admission. 8.4 The Ordinary Shares to be issued to the Lender under this Agreement shall be allotted and issued by the Company fully paid and free from all claims, charges, liens, encumbrances, equities and third party rights whatsoever and will rank pail passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends or other distributions declared, made or paid after the date of their allotment. 8.5 If the Company fails to Deliver any Ordinary Shares within ten (10) calendar days from the date on which the Loan Notice or, as the case may be, Subscription Notice is received (or deemed to have been received in accordance with Clause 15), the Lender may immediately demand from the Company and the Company shall, without prejudice to any other rights which the Lender may have Shareholders under this Agreement; (ii) if, within three following any such allotment, the Third Party Allottee (3together with any person connected with it) Business Days would beneficially own more than fifty per centum (50%) but less than one hundred per centum (100%) of the end issued Shares; (iii) if the Third Party Allottee (or any Related Company or person connected with it) is: (A) directly or indirectly a substantial competitor of any member of the month AerCap Group (other than any member of the Waha Group) or the Waha Group (other than any member of the AerCap Group); or (B) is a person who might reasonably be regarded as an aircraft operating lessor in competition with any member of the AerCap Group (other than any member of the Waha Group) or the Waha Group (other than any member of the AerCap Group); and (iv) if the allotment of any Shares to a Third Party Allottee would result in the Company being in breach of any financing arrangements to which such demand it is made party or which would otherwise constitute an event triggering the right for a third party to call for the Company to pay an amount equal to the greater of:a sum of money.

Issue of Shares. 8.1 In 3.1.1 A Specified Potential Member may, by written notice to the Company, subscribe for a Class A Share for aeach Designated Company Service set forth opposite its name in Schedule E for which it does not otherwise hold a Class A Share or a Class B Share, which it agrees, at the time it subscribes for that Class A Share, to receive from the Company when the Company is able to provide such Designated Company Service to which the Class A Share relates to that Specified Potential Member, up to the number as set forth in Schedule E, by subscribing for such shares, entering into this Agreement and agreeing to be bound by the terms of this Agreement, all by the execution of an agreement substantially in the form attached as Schedule B hereto. Upon receipt by the Company of that agreement and the subscription price for the number of Class A Shares so subscribed for, the Company will issue to that Specified Potential Member a Class A Share for that Designated Company Service and that Specified Potential Member shall become an Class A Member. for the purposes hereof. 3.1.2 Any one of the Specified Potential Members may by written notice to the Company, subscribe for a Class B Share for a each Designated Company Service set forth opposite its name in Schedule E for which it does not otherwise hold a Class A Share or a Class B Share, which it may in the future wish to receive from the Company when the Company is able to provide such Designated Company Service to that Specified Potential Member by subscribing for such shares, entering into this Agreement and agreeing to be bound by the terms of this Agreement, all by the execution of an agreement substantially in the form attached as Schedule B hereto. Upon receipt by the Company of that agreement and the subscription price for the number of Class B Shares so subscribed for, the Company will issue to theat Specified Potential Member a Class B Share for that Designated Company Service and that Specified Potential Member shall become an Class B Member. for the purposes hereof. The issue of a Class B Share to a Specified Potential Member for a Designated Company Service shall entitle that Member to convert the Class B Share to a Class A Share in the manner as provided in Section 3.4 when it wishes to receive the Designated Company Service to which that Class B Share relates. No Class B Shares will be issued other than to Specified Potential Members for Designated Company Services in respect of any new Ordinary Shareswhich the Specified Potential Member may receive a Class A Share. 3.1.3 Notwithstanding the terms of Sections 3.1.1 and 3.1.2 hereof, including Loan Shares, to no Class A Shares or Class B Shares will be issued to the Lender pursuant Province or to this Agreement the Company shall make application for Admission of the Ordinary Shares, as soon as possible after receipt a Government Agency established to hold a Share in place of a Loan Notice Special User, unless after the Class A Shares or Subscription Notice (as the case may be). Any such Admission is expected to be on the third clear Trading Day after such application is made. 8.2 The relevant number of Ordinary Class B Shares (including Loan Shares) shall be Delivered within five (5) days from the date on which the Loan Notice or as the case may be, Subscription Notice is received (or deemed to have been received, in accordance with Clause 15). Any breach of this Clause 8.2 will amount to a serious breach of this Agreement which the Company acknowledges may cause the Lender significant financial loss. 8.3 On or before the Trading Day immediately prior to the anticipated date of Admission of any new Ordinary Shares to be are issued to the Lender pursuant to this Agreement the following shall occur: 8.3.1 the Company shall, conditional only upon Admission of such Ordinary Shares, allot and issue the relevant Ordinary Shares to the Lender; 8.3.2 the Company shall do all acts and things reasonably necessary to procure Admission of the relevant Ordinary Shares on the next following Trading Day; 8.3.3 the Company shall give all necessary directions and instructions to its registrars to procure Province or that the relevant new Ordinary Shares are Delivered to the Lender's CREST Account on the date of Admission. 8.4 The Ordinary Shares to be issued to the Lender under this Agreement shall be allotted and issued by the Company fully paid and free from all claims, charges, liens, encumbrances, equities and third party rights whatsoever and will rank pail passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends or other distributions declared, made or paid after the date of their allotment. 8.5 If the Company fails to Deliver any Ordinary Shares within ten (10) calendar days from the date on which the Loan Notice orGovernment Agency, as the case may be, Subscription Notice is received such shares (including all such shares issued and outstanding in the name of all such Government Agencies) represent 10% or deemed to have been received less of the issued and outstanding Class A Shares or Class B Shares, as the case may be. 3.1.4 Any membership by a Municipality in accordance with Clause 15), the Lender may immediately demand from the Company shall become effective upon the adopting of a by-law as contemplated by Section 4(2)(a) of the ECC Act, notwithstanding the date that such Municipality executed this Agreement, or an agreement in the form as set outforth in Schedule B. hereto and the Company shall, without prejudice agreed to any other rights which the Lender may have become a member under this Agreement, within three (3) Business Days . 3.1.5 All Shares shall be issued at a price of the end of the month in which such demand is made pay an amount equal to the greater of:$10.00 per share.

Issue of Shares. 8.1 In 7.1. Upon the coming into effect of this Scheme and in consideration for the transfer of and vesting of the assets and liabilities of the Transferor Company into the Transferee Company pursuant to merger, the Transferee Company shall issue and allot at fair values, credited as fully paid up. to the members of the Transferor Company or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company and approved by them whose names appear in the Register of Members on the Record Date as under: 7.2. The Preference shares in the Transferor Company shall not be entitled to any consideration in respect of any new Ordinary Shares, including Loan Shares, to be issued to the Lender pursuant to this Agreement the Company shall make application for Admission total cumulative dividend accrued and unpaid on such Preference shares of the Ordinary Shares, as soon as possible after receipt of a Loan Notice or Subscription Notice (as the case may be). Any such Admission is expected to be on the third clear Trading Day after such application is madeTransferor Company. 8.2 7.3. The relevant number of Ordinary Shares (including Loan Shares) shall be Delivered within five (5) days from equity shares issued and allotted by the date on which the Loan Notice or as the case may be, Subscription Notice is received (or deemed to have been received, Transferee Company in accordance with Clause 15). Any breach terms of this Clause 8.2 will amount to a serious breach of this Agreement which the Company acknowledges may cause the Lender significant financial loss. 8.3 On or before the Trading Day immediately prior to the anticipated date of Admission of any new Ordinary Shares to be issued to the Lender pursuant to this Agreement the following Scheme shall occur: 8.3.1 the Company shall, conditional only upon Admission of such Ordinary Shares, allot and issue the relevant Ordinary Shares to the Lender; 8.3.2 the Company shall do all acts and things reasonably necessary to procure Admission of the relevant Ordinary Shares on the next following Trading Day; 8.3.3 the Company shall give all necessary directions and instructions to its registrars to procure that the relevant new Ordinary Shares are Delivered to the Lender's CREST Account on the date of Admission. 8.4 The Ordinary Shares to be issued to the Lender under this Agreement shall be allotted and issued by the Company fully paid and free from all claims, charges, liens, encumbrances, equities and third party rights whatsoever and will rank pail pari-passu in all respects with the existing issued Ordinary Shares including equity shares of the right to receive all dividends or other distributions declared, made or paid after the date of their allotmentTransferee Company. 8.5 If 7.4. The consideration in the form of equity shares shall be issued and allotted by the Transferee Company fails in dematerialized form to Deliver any Ordinary Shares within ten (10) calendar days from all the date shareholders of the Transferor Company holding such shares in dematerialized form and in physical form to all those shareholders of the Transferor Company holding such shares in physical form. Further, the Transferee Company shall ensure that the shares so allotted pursuant to this clause are listed on the stock exchanges where existing shares of the Transferee Company are listed. 7.5. No shares shall be allotted in respect of fractional entitlements, by DMCC to which the Loan Notice ormembers of BM L may be entitled on allotment of shares as per Clause 7. 1. The Board of Directors of DMCC shall, instead consolidate all such fractional entitlements and thereupon allot equity shares in lieu thereof to a person authorized by the Board of Directors of DMCC in this behalf who shall hold the shares in trust on behalf of the members of BML. entitled to fractional entitlements with the express understanding that person shall sell the same in the market at such time or times and at such price or prices in the market and to such person, as the case may behe deems fit, Subscription Notice is received (or deemed and pay to have been received in accordance with Clause 15)DMCC, the Lender may immediately demand from net sale proceeds thereof, whereupon DMCC shall distribute such net sale proceeds, subject to tax deductions as applicable, to the members of BM L in proportion to their respective fractional entitlements. 7.6. The equity shares to be issued by the Transferee Company to the equity shareholders of the Transferor Company shall be subject to the Scheme and the Memorandum and Articles of Association of the Transferee Company. 7.7. The Transferee Company shall, without prejudice if necessary and to the extent required, increase its Authorized Share Capital to facilitate issue of equity shares under this Scheme. 7.8. It is clarified that no special resolution under Section 42, Section 62 or any other rights which applicable provisions of the Lender may have Act shall be required to be passed by the Transferee Company separately in a general meeting for issue and allotment of equity shares to the Shareholders of the Transferor Company. The Securities Premium recorded by the Transferee Company on issue of shares under this Agreementclause, within three (3) Business Days shall be considered by the Transferee Company for giving effect to provisions of Clause 10 of the end of the month in which such demand is made pay an amount equal to the greater of:Scheme.