Common use of OPERATION OF THE ESCROW DEMAT ACCOUNT Clause in Contracts

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall (with a copy to the Managers) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Lead Managers. Confirmation of receipt of such approval shall be provided by the Share Escrow Agent. (iib) The Company shall (with a copy to the Managers) (a) issue the Corporate Action Requisition (with Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) , provide a written confirmation to the DepositoriesSelling Shareholders (with a copy to the Company and the Lead Managers) in a form as set out in Part (A) of Schedule VII, that the Board of Directors or the IPO Committee and the Designated Stock Exchange has approved the Allotment. (c) The Company shall (with a copy to the Lead Managers) (i) issue the Corporate Action Requisition to the Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the Sold such Offered Shares to the demat accounts of the Allottees pursuant in relation to the Offer Offer; and (bii) intimate each of the Selling Shareholders and inform the Share Escrow Agent and the Selling Shareholders with a copy to the Lead Managers by a notice in writing in the format provided in Part (B) of Schedule D VII along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue notice of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit of such Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under the Applicable Law. Equity Any Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Offered Shares remaining to the credit of in the Escrow Demat Account on account of failure to credit Equity Sharesto such Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will shall be released and credited back to the respective relevant Selling Shareholder Shareholders’ Demat Accounts, as the case may be (subject to rounding off) Accounts within one one (1) Working Day of Day, or such later time period as agreed by the Selling Shareholders on the completion of transfer of the Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the Lead Managers of the completion of the actions started herein, in accordance with Applicable Lawthe format set forth herein as Schedule XIII. It is hereby clarified that for the purpose of in this Clause 5.2regard, with (i) the debit of the respective Sold Shares from the Escrow Demat Account and credit of each Selling Shareholder the same to accounts of the Allottees shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Section 3.1 or in a manner as may be agreed upon between the Company and the Selling Shareholders in consultation with the Lead Managers, as communicated in writing to the Share Escrow Agent; and (ii) after the listing of the Equity Shares on the Stock Exchanges, the monies received for the Sold Shares, subject to deduction of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the accounts of the Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be in accordance with the Offer Agreement. 5.3 In the event of an occurrence of any a failure of the following events Offer determined in accordance with the Cash Escrow and Sponsor Bank Agreement or such other event as may be agreed upon by the Company, the Selling Shareholders and the Lead Managers in writing (an “Event of Failure”), and if the Event of Failure is prior to the transfer of final Sold Shares to the Allottees, the Company shall immediately and in any case, not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure issue a notice in writing to the Share Escrow Agent, each of Agent (with a copy to the Selling Shareholders and to each of the Lead Managers), in a form as set out in Schedule E VIII (the “Share Escrow Failure Notice”):). (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon 5.4 Upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 Share Escrow Failure Notice within a period of 1 one (one1) Working Day from the date of occurrence of such Event of FailureFailure pursuant to Section 5.3 above, each any of the Selling Shareholders shall be entitled to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the Lead Managers and the Company in the a form as set out in Schedule E IX (with a copy to the Managers“Selling Shareholder’s Share Escrow Failure Notice”),. The Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Offered Shares back to the Selling Shareholders’ Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause Section 5.2 of this Agreement. 5.4 5.5 Upon receipt of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice, as the case may be, prior to thetransfer the transfer of the Sold Shares to the respective demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of Day, or such later time period as agreed by the Selling Shareholders upon receipt by the Share Escrow Agent of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice pursuant to Clause Section 5.3 or Section 5.4 of this Agreement, as applicable, provided however that, in case the proceeds of the Offer are lying in the Escrow Accounts or the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective relevant Selling Shareholder Shareholders’ Demat Accounts simultaneously with the upon receiving intimation of refund of such proceeds of the Offer moneys to the Bidders Allottees by the Company, or unblocking of funds in case of ASBA Bidders, by the Company and each of the Selling Shareholders, along with the bank statements showing no balance in the Escrow Account and Public Offer Account. 5.5 5.6 Upon receipt of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice, as the case may be, on account of an Event of Failure after the transfer of the Sold Shares to the Allottees, but prior to the Company’s receipt of the final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, Lead Managers and SEBI, the Stock Exchanges and/or the Depositories, as may be required, shall, subject to the case may beApplicable Law, issue an instruction to the Depositories (with a copy to the Lead Managers) in the format specified in Schedule X (the “Debit Instruction”), and the Share Escrow Agent shall debit the Sold Shares that have been allotted to the Allottees and credit such Equity Shares constituting the Sold Shares back to the Escrow Demat Account within one (1) Working Day from the date of receipt of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories, as applicable, or shall take such other appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, Notice or the Selling Shareholders’ Share Escrow Failure Notice and in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 . Immediately upon the credit of any Sold Equity Shares into the Escrow Demat AccountAccount under Section 5.6, the Company shall instruct the Share Escrow Agent toshall, and the Share Escrow Agent shall immediately without any further instruction required, transfer all such Equity Shares constituting the Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Shareholders’ Demat AccountsAccounts within one (1) Working Day from the date of such credit. For purposes of this Clause Section 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholders’ Demat Accounts of the Selling Shareholders shall, together with the Offered Shares credited back to the respective Selling Shareholder Demat Account shall pursuant to Section 5.2 above, not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and Upon the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure, the Share Escrow Agent will ensure (in whatsoever manner possible) that each of the Selling Shareholders receive their respective Offered Shares in accordance with Section 5.5 or Section 5.6 of this Agreement, as the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company Company, acting through the Board/IPO Committee, (with a copy to each of the Promoter Selling Shareholders and the Managers) shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company Company, acting through the IPO Committee, shall (with a copy to the Managers) ) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Share Escrow Agent and the Depositories, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Promoter Selling Shareholders and the Share Escrow Agent (with a copy to the Managers) in the format provided in Schedule D E along with a copy of the Corporate Action Requisition.Requisition by a notice in writing. The Company shall issue instructions, in writing, to the Share Escrow Agent for the crediting of the Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer with a copy to each of the Promoter Selling Shareholders and the Book Running Lead Managers, in the format provided in Schedule E. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respectsaccordance with Clause 5.1(ii) hereof, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Promoter Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. The Share Escrow Agent shall intimate Company, each of the Promoter Selling Shareholders and the Managers of the completion of the actions started herein, in the format set forth herein as Schedule E1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each of the Promoter Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Promoter Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Promoter Selling Shareholder Shareholders pursuant to Clause 3.1Clauses 3.1 and 3. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On or about the Closing Date: (ia) The Company Corporation shall provide a certified copy of the resolution of the Board of Directors Directors, or the IPO Committeea committee thereof, approving the Allotment, to the Share Escrow Agent, each of Agent and the Selling Shareholders and the Managers. (ii) The Company shall Shareholder (with a copy to the ManagersBRLMs). (b) (a) The Corporation shall issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereofinstructions, approving the Allotment) in writing, to the Depositories, to debit Depositories and the Share Escrow Agent for debiting the Final Sold Shares from the Escrow Demat Account and credit crediting the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer and (b) intimate each of with a copy to the Selling Shareholders Shareholder and the Share Escrow Agent BRLMs, in the format provided in Schedule D D. The Corporation shall inform the Selling Shareholder and the Share Escrow Agent, with a copy to the BRLMs in writing in the format provided in Schedule E along with a copy of the Corporate Action Requisition. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Corporation, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, Offer in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the Selling Shareholder Demat Account any Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) one Working Day of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Allottees. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company Corporation shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to Selling Shareholder and the Share Escrow Agent, each of with a copy to the Selling Shareholders and to each of the ManagersBRLMs in writing, in a the form as set out in Schedule E F (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall also indicate the credit of the Offered Shares back to the Selling Shareholder Demat Account and also indicate if the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 5.4. Upon receipt of the a Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person person other than the respective Selling ShareholdersShareholder, and (ii) within one Working Day of receipt of the Share Escrow Failure Notice by the Share Escrow Agent pursuant to Clause 5.3 of this Agreement, the Share Escrow Agent shall immediately release and credit such number of back the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccount, provided however thathowever, that in case the proceeds of the Offer are lying in Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously Account with the Final Sold Shares simultaneously upon receiving intimation of refund of such proceeds of the Offer to the Bidders moneys by the Company Corporation and each of the Selling ShareholdersShareholder. 5.5 Upon receipt 5.5. In the event of the Share Escrow an occurrence of an Event of Failure Notice, after the transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow AgentAgent and the Corporation, in consultation with the ManagersBRLMs, the Selling Shareholders, SEBI, the SEBI/ Stock Exchanges and/or the Exchanges/ Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of such Equity Shares constituting the transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule HAccount, in accordance with the order/direction/order/ direction/ guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable LawSEBI /Stock Exchanges/ Depositories. 5.6 5.6. Immediately upon the credit of any of the Final Sold Shares into the Escrow Demat AccountAccount in terms of Clause 5.5 of this Agreement, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling ShareholderAccount. 5.7 5.7. The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to Corporation will ensure (in whatsoever manner possible) that the respective Selling Shareholder Demat Accounts are credited with the respective portions of receives back the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5Clauses 5.2, upon occurrence of an Event of Failure5.4, 5.5 and 5.6 above, as the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the AllotmentAllotment of the Equity Shares to the Allottees, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall Agent (with a copy to the ManagersSelling Shareholders and the BRLMs). (b) (a) issue The Company shall inform the Selling Shareholders, the Share Escrow Agent and the BRLMs in writing in the format provided in Schedule C along with a copy of the Corporate Action Requisition issued to the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. (with c) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee thereofCommittee, as the case may be, approving the Allotment) , provide a written confirmation to each of the Selling Shareholders (with a copy to the DepositoriesCompany and the BRLMs), that the Board of Directors or the IPO Committee, as the case may be, and the Designated Stock Exchange has approved the Allotment. (d) The Company shall issue instructions, in writing, to debit the Sold Shares from Depositories and the Share Escrow Demat Account and credit Agent for the crediting of the Final Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of with a copy to the Selling Shareholders and the Share Escrow Agent BRLMs, in the format provided in Schedule D along with a copy of the Corporate Action Requisition.D. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(d) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under the SEBI RTA Master Circular and other Applicable Law. Equity Law and shall release and credit back to the Selling Shareholders’ Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in accordance with Applicable Lawthe format set forth herein as Schedule D-1. It is hereby clarified that for the purpose of this Clause 5.2, with (i) the debit of the respective Final Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to from the Escrow Demat Account by such and credit of the same to the demat accounts of the Allottees and (ii) the listing of the Equity Shares on Stock Exchanges, the monies received for the Final Sold Shares, subject to deductions of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the Selling Shareholder pursuant Shareholder’s bank account as per the terms of the Cash Escrow and Sponsor Bank Agreement to Clause 3.1be executed in relation to the Offer. It is further clarified that with (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to the demat accounts of the Allottees and (ii) the listing of the Equity Shares on Stock Exchanges, the monies received for the Final Sold Shares, subject to deductions of offer expenses and STT, will be transferred from the Public Offer Account to the bank accounts of the Selling Shareholders as per the terms of the Escrow and Sponsor Banks Agreement to be executed in relation to the Offer. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company Company, in consultation with the Selling Shareholders, shall immediately and not later than one two (12) Working Day Days from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of Agent and the Selling Shareholders and to each of the ManagersBRLMs in writing, in a the form as set out in Schedule E (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date credit of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or Offered Shares back to the Selling Shareholders, in consultation with ’ Demat Account and also indicate if the Managers, withdraw Event of Failure has occurred before or after the Offer prior transfer of the Final Sold Shares to the execution of the Underwriting Agreement Allottees in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;Clause 5.2 of this Agreement. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 two (one2) Working Day Days from the date of occurrence of such an Event of FailureDefault, each of the Selling Shareholders shall be entitled may opt to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the BRLMs and the Company in the a form as set out in Schedule E E1 (with a copy to the Managers“Selling Shareholders’ Share Escrow Failure Notice”). The Share Escrow Failure Notice Notice, or the Selling Shareholders’ Share Escrow Failure Notice, as the case may be, shall indicate if whether the Event of Failure has occurred beforeor afterthe before or after the transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement5.2. 5.4 5.5. Upon receipt of the a Selling Shareholders’ Share Escrow Failure Notice or Share Escrow Failure Notice, as applicable, indicating that the Event of Failure has occurred prior to thetransfer the transfer of the Final Sold Shares to the demat accounts Allottees in terms of the Allottees: Clause 5.2, (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within one (1) Working Day of receipt of the Selling Shareholders’ Share Escrow Failure Notice by the Share Escrow Agent or Share Escrow Failure Notice, as applicable, pursuant to Clause 5.3 or 5.4, as applicable the Share Escrow Agent shall immediately release and credit such number of back the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccount, provided however thathowever, that in case the proceeds of the Offer are any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Selling Shareholders’ Demat Account with the Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the after receiving confirmation of completion of refund of such proceeds of the Offer to the Bidders moneys by the Company and each of the Selling Shareholders, as applicable, along with the bank statements showing no balance in the Escrow Account and Public Offer Account subject to Applicable Law. 5.5 5.6. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice, as the case may be, and in the event of an occurrence of an Event of Failure after the transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, Agent in consultation with the ManagersBRLMs, the Company, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Exchanges, Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred such Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/order / direction / guidance of SEBI/SEBI / Stock Exchanges/Exchanges / Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts5.7. For the purposes of this Clause 5.6Clauses 5.6 and 5.7, it is clarified that the total number of the Final Sold Shares credited to the respective Selling Shareholder Shareholders’ Demat Account Accounts shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the Selling ShareholderShareholders. 5.7 The 5.8. Upon the occurrence of an Event of Failure, the Share Escrow Agent shall will ensure and (in whatsoever manner possible) that, in accordance with Applicable Law, the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of Shareholders receive back the Offered Shares that each Selling Shareholder is entitled toincluding the Unsold Shares or the Final Sold Shares, as the case may be, from the Allottees, credited back to the Escrow Demat Account, in accordance with this Clause 5, upon occurrence of an Event of Failureas the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (i) The , the Company shall provide issue the Corporate Action Requisition (with a certified true copy of the resolution of the Board of Directors or the IPO Committee, approving as the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall (with a copy to the Managers) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereofcase may be, approving the Allotment) to instructing the Depositories, Depositories and the Share Escrow Agent to debit the Final Sold Shares from the Escrow Demat Account and credit the Final Sold Shares to the demat accounts of the Allottees pursuant to the Offer (with a copy to the Promoter Selling Shareholder and (b) intimate each the BRLMs), in the format provided in Schedule C. Confirmation of the Selling Shareholders and receipt of such confirmation shall be provided by the Share Escrow Agent in the format provided in Schedule J. The Company shall inform the Promoter Selling Shareholder of the issuance of the Corporate Action Requisition and shall provide the Promoter Selling Shareholder a copy of the resolution approving the Allotment passed by the Board of Directors or the IPO Committee, as the case may be (with a copy to each of the BRLMs) in writing in the format provided in Schedule D along with a copy of the Corporate Action RequisitionRequisition issued to the Depositories instructing them to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition Requisition, as stated in Clause 5.1 from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the Promoter Selling Shareholder’s Demat Account the Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of the transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate each of the Company, the Promoter Selling Shareholder and the BRLMs of the completion of the actions stated herein, in accordance with Applicable Law. the format set forth herein as Schedule F. It is hereby further clarified that for the purpose of this Clause 5.2, with (i) the debit of the respective Final Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to from the Escrow Demat Account by such and credit of the same to demat accounts of the Allottees; and (ii) receipt of final listing and trading approvals from the Stock Exchanges and the listing of the Equity Shares on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes in accordance with the Offer Agreement, the monies received for the Final Sold Shares will be transferred from Public Offer Account to the Promoter Selling Shareholder pursuant as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to Clause 3.1the Offer. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from on the date of occurrence same day of such event, intimate the occurrence each of the Event of Failure in writing to the Share Escrow Agent, each of the Promoter Selling Shareholders Shareholder, and to each of the ManagersBRLMs in writing, in a the form as set out in Schedule E (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date credit of the receipt Offered Shares back to the Promoter Selling Shareholder’s Demat Account and also indicate if the Event of Failure has occurred before or after the transfer of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior Final Sold Shares to the execution of the Underwriting Agreement Allottees in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;Clause 5.2 of this Agreement. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 5.3, the Promoter Selling Shareholder may itself (or through its authorized signatories or a power of attorney holder), within a period of 1 one (one1) Working Day from the date of occurrence of such an Event of Failure, each of the Selling Shareholders shall be entitled opt to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the BRLMs and the Company in the a form as set out in Schedule E E1 (with a copy to the Managers“Selling Shareholder’s Share Escrow Failure Notice”). The Selling Shareholder’s Share Escrow Failure Notice shall indicate if whether the Event of Failure has occurred beforeor afterthe before or after the transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement5.2. 5.4 5.5. Upon receipt of a Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, indicating that the Event of Failure has occurred prior to thetransfer the transfer of the Final Sold Shares to the demat accounts Allottees in terms of the Allottees: Clause 5.2, (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person other than to the respective Promoter Selling ShareholdersShareholder, and (ii) within one (1) Working Day of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice as the case may be, the Share Escrow Agent shall immediately release and credit such number of back the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Promoter Selling Shareholder Shareholder’s Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccount, provided however thathowever, that in case the proceeds of the Offer are any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Promoter Selling Shareholder’s Demat Account with the Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the after receiving confirmation of completion of refund of such proceeds of the Offer to the Bidders moneys by the Company Company, along with the bank statements showing no balance in the Escrow Account and each of the Selling ShareholdersPublic Offer Account subject to Applicable Law. 5.5 5.6. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be and in the event of an occurrence of an Event of Failure after the transfer Transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe of the Equity Shares on the Stock Exchanges, the Share Escrow Agent, the Company and the Share Escrow AgentPromoter Selling Shareholder, in consultation with the Managers, the Selling ShareholdersBRLMs, SEBI, the Stock Exchanges and/or and the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of such Equity Shares constituting the transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/order / direction / guidance of SEBI/SEBI / Stock Exchanges/Exchanges / Depositories and subject to Applicable Law. 5.6 5.7. Immediately upon the credit of any the Final Sold Shares into the Escrow Demat AccountAccount in terms of Clause 5.6 of this Agreement, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately shall, transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account in the equivalent of the Offered Shares to the respective Promoter Selling Shareholder’s Demat Account within one (1) Working Day from the receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Escrow Failure Notice, as the case may be, simultaneously with the refund of such proceeds of the Offer lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or Bid Amounts which have been transferred to the Public Offer Account, to the Bidders by the Company and the Promoter Selling Shareholder. Provided that if the Company fails to issue such notice within a period of one (1) Working Day, the Promoter Selling Shareholder shall be entitled to issue instructions to the Share Escrow Agent for debit of the Final Sold Shares from the Escrow Demat AccountsAccount and credit of the same to the demat account of the Promoter Selling Shareholder and the Share Escrow Agent shall immediately, but not later than one (1) Working Day from the date of receipt of the notice from the Promoter Selling Shareholder, carry out such instructions. For the purposes of this Clause 5.65.7, it is clarified that the total number of the Final Sold Shares together with any Unsold Shares credited to the Promoter Selling Shareholder Shareholder’s Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the Promoter Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and 5.8. Upon the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure, the Share Escrow Agent and the Company will ensure (in whatsoever manner possible) that the Promoter Selling Shareholder receive back the Offered Shares including the Final Sold Shares credited back to the Escrow Demat Account, in accordance with Clause 5 above and Applicable Law, as the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company (with a copy to the Selling Shareholders and the Lead Managers) shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Lead Managers. (ii) The Company shall (with a copy to the Lead Managers) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respectsaccordance with Clause 5.1(ii) hereof, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the Lead Managers of the completion of the actions started herein, in the format set forth herein as Schedule E-1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Offered Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.13.1 and credit of the same to accounts of the Allottees; and the listing of the Equity Shares on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes, the monies received for the Sold Shares will be transferred from Public Offer Account to the respective Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be in accordance with the Offer Documents. 5.3 In the event of an occurrence of failure of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Lead Managers, in a form as set out in Schedule E F (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Lead Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iiiii) any event dueto due to which the processof Biddingor process of Bidding or the acceptanceof Bidscannot acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iviii) the RoC Filing does not occur on or prior to the Drop Dead Datefor Date for any reason; (viv) the Offer Agreement being terminated in accordance with its terms and conditions; (viv) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (viivi) the Offer becomes become illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viiivii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ixviii) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Lead Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (xix) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xix) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- non-compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiiixi) such other event as may be mutually agreed in accordance with the Applicable Laws among upon by the Company, each of the Selling Shareholders Shareholders, and the Managers in writingLead Managers. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E F (with a copy to the Lead Managers). The Share Escrow Failure Notice shall also indicate the credit of the Offered Shares back to the respective Selling Shareholders’ Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure NoticeNotice indicating that the Event of Failure has occurred, prior to thetransfer the Transfer of the Sold Shares to the demat accounts of the Allottees: Allottees in terms of Clause 5.2 hereof: (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person other than the respective Selling ShareholdersShareholder, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder (such credit shall be in the same proportion as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder) standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are any application money lying in the Escrow Demat Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Selling Shareholder Shareholder’s Demat Accounts simultaneously with the Final Sold Shares simultaneously upon receiving intimation of refund of such proceeds of the Offer to the Bidders moneys by the Company subject to Applicable Laws and each of procedures, along with the Selling Shareholdersbank statements showing no balance in the Escrow Account and Public Offer Account. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Lead Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule HI, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company Share Escrow Agent shall provide upon receipt of and relying upon a certified copy of the resolution of the Board of Directors or the IPO Committee, Committee approving the Allotment, provide a written confirmation to the Share Escrow Agent, each of Selling Shareholder (with a copy to the Selling Shareholders Company and the Managers.Book Running Lead Manager), that the Board of Directors or the IPO Committee and the Designated Stock Exchange has approved the Allotment (iib) The Company shall (with a copy to the ManagersBook Running Lead Manager) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee Committee, as the case maybe, thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the such Sold Shares to the demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of the Selling Shareholders and inform the Share Escrow Agent Agent, the Selling Shareholder and the BRLM, by a notice in writing in the format provided in Schedule D C along with a copy of the Corporate Action Requisition. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Requisition Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Requisition Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the relevant Selling Shareholders’ Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder Shareholders pursuant to Clause 3.1Clauses 3.1 and 3.2. In this regard, it is further clarified that upon (i) debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the accounts of the Allottees, and (ii) on the receipt of listing and trading approval of the Equity Shares from the Stock Exchanges, the monies received from the Final Sold Shares, subject to deductions of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the respective bank accounts of the Selling Shareholders, in accordance with the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be made in accordance with the Offer Documents. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company Company, in consultation with the Selling Shareholders, shall immediately and not later than one (1) Working Day day from the date of occurrence of such event, intimate the occurrence each of the Event of Failure in writing to the Share Escrow Agent, each of Agent and the Selling Shareholders and to each of the ManagersBRLM in writing, in a the form as set out in Schedule E D (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date credit of the receipt respective portion of the final observations from SEBI on Offered Shares back to the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the relevant Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;’ Demat Accounts. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 (one1) Working Day from the date of occurrence of such an Event of Failure, each of the Selling Shareholders shall be entitled may, severally and not jointly, opt to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the BRLM and the Company in the a form as set out in Schedule E (with a copy to the Managers“Selling Shareholder’s Share Escrow Failure Notice”). The Share Escrow Failure Notice Notice, or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall indicate if whether the Event of Failure has occurred beforeor afterthe before or after the transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 5.5. Upon receipt of a Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, indicating that the Event of Failure has occurred prior to thetransfer the transfer of the Final Sold Shares to the demat accounts of the Allottees: Allottees (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within one (1) Working Day of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, by the Share Escrow Agent pursuant to Clause 5.3 or Clause 5.4, as the case may be, the Share Escrow Agent shall immediately release and credit such number back the respective portion of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccounts, provided however thathowever, that in case the proceeds of the Offer are any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Selling Shareholder Shareholders’ Demat Accounts simultaneously with the respective portion of the Offered Shares after receiving confirmation of completion of refund of such proceeds of the Offer to the Bidders moneys by the Company Company, along with the bank statements showing no balance in the Escrow Account and each of the Selling ShareholdersPublic Offer Account subject to Applicable Law. 5.5 5.6. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be and in the event of an occurrence of an Event of Failure after the transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchangesthe Share Escrow Agent, the Company and the Share Escrow AgentSelling Shareholders, in consultation with the Managers, the Selling ShareholdersBRLM, SEBI, the Stock Exchanges and/or the Exchanges, Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of such Equity Shares constituting the transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule Hthe case may be, in accordance with the order/direction/order / direction / guidance of SEBI/SEBI / Stock Exchanges/Exchanges / Depositories and subject to Applicable Law. 5.6 5.7. Immediately upon the credit of any Sold of the Equity Shares into the Escrow Demat AccountAccount in terms of Clause 5.7 of this Agreement, the Company shall instruct the Share Escrow Agent toshall, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account to in the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the equivalent respective portions of the Offered Shares that to the Selling Shareholders’ Demat Accounts within three (3) Working Days from the receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Escrow Failure Notice, as the case may be, simultaneously with the refund of such Offer Proceeds to the Bidders by the Company and each of the Selling Shareholder is entitled to, in accordance with this Clause 5, upon Shareholders. 5.8. Upon the occurrence of an Event of Failure, the Share Escrow Agent and the Company will ensure (in whatsoever manner possible) that the Selling Shareholders receive back their respective portion of the Offered Shares including the Final Sold Shares credited back to the Escrow Demat Account, in accordance with Clause 5 above, as the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or IPO Committee of the IPO CommitteeBoard of Directors, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall (with a copy to the Managers) (a) issue the Corporate Action Requisition (along with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) written instructions to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate inform each of the Selling Shareholders and the Share Escrow Agent by a notice in writing in the format provided in Schedule D Annexure F along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of instructions and the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the OfferOffer for Sale, in terms of the instructions and the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be are released and credited back to the respective Selling Shareholder Demat AccountsAccount, as the case may be (subject to rounding off) within one (1) immediately and no later than one Working Day after credit of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees, in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, with (i) the debit of the respective Final Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to from the Escrow Demat Account by such and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes, the monies received for the Final Sold Shares will be transferred from the Public Offer Account to the respective Selling Shareholder pursuant Shareholder’s bank account (as notified) as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to Clause 3.1the Offer. Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be in accordance with the Offer Agreement. 5.3 In the event occurrence of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure issue a notice in writing to the Share Escrow Agent, each of the Selling Shareholders and with a copy to each of the Managers, in a form as set out in Schedule E Managers (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, immediately and no later than one Working Day from the date of the receipt occurrence of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution such Event of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writingFailure. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 Share Escrow Failure Notice within a period of 1 (one) one Working Day from the date of occurrence of such an Event of Failure, each of the respective Selling Shareholders shall Shareholder will be entitled to issue a Share Escrow Failure Notice to the Share Escrow Agent, with a copy to the Managers and the Company (“Selling Shareholder’s Share Escrow Failure Notice”). The form of the Share Escrow Failure Notice substantially in the form is set out in Schedule E Part (with a copy to A) of Annexure G and the Managers). The form of Selling Shareholder’s Share Escrow Failure Notice is set out in Part (B) of Annexure G. The respective Share Escrow Failure Notice or the Selling Shareholder Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Final Offered Shares back to the respective Selling Shareholder Demat Account and also indicate if the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the respective Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, prior to thetransfer as the case may be, before the Transfer of the Final Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Transfer the Final Offered Shares to any Allottee or any Person other than to the respective Selling ShareholdersShareholder, and (ii) the Share Escrow Agent shall immediately credit such number of the Final Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts Account in accordance with Annexure G, immediately and no later than within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying blocked in the ASBA accounts/Escrow Account or the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Final Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with Account after the unblocking of the ASBA accounts or refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling ShareholdersCompany. 5.5 Upon receipt of the Share Escrow Failure Notice or the respective Selling Shareholder’s Share Escrow Failure Notice, as the case may be, after the transfer Transfer of the Final Sold Shares to the Allottees, but prior to receipt of the final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may bebe required, shall take such appropriate steps for the reversal of the credit of the transferred Transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) one Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, and in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 . Immediately upon the credit of any Sold Equity Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer Transfer all such Sold Equity Shares from the Escrow Demat Account to the respective Selling Shareholder Demat AccountsAccount. For purposes of this Clause 5.65.5, it is clarified that the total number of Final Sold Shares credited to the respective Selling Shareholder Demat Account shall not exceed or be less than the number of Final Offered Shares originally credited to the Escrow Demat Account by such the respective Selling Shareholder. 5.7 The 5.6 Upon the occurrence of an Event of Failure, the Share Escrow Agent shall ensure and the Company shall provide all assistancewill ensure (in whatsoever manner possible) that, as may be reasonably required to ensure that in line with Applicable Law, if any, the respective Selling Shareholder Demat Accounts are credited with the respective portions of the receives its Final Offered Shares that each Selling Shareholder is entitled toincluding the Final Sold Shares back, as the case may be, from the Allottees forthwith, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company Bank shall provide a certified copy of the resolution of the Board of Directors or the IPO CommitteeCommittee of the Board of Directors, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers.BRLMs. The confirmation of receipt of such copy shall be provided by the Share Escrow Agent in the format provided in Annexure F; (ii) The Company Bank shall (with a copy to the Managers) BRLMs and each of the Selling Shareholders) (a) issue the Corporate Action Requisition to the Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account; and (with b) issue instructions, in writing, to the Depositories and the Share Escrow Agent for the crediting of the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer in the format provided in Annexure G; and (iii) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) , provide a written confirmation to the Depositories, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D along (with a copy to the Bank and the BRLMs), that the Board of Directors or the Corporate Action RequisitionIPO Committee and the Designated Stock Exchange has approved the Allotment. 5.2 Upon receipt of the intimation of the issue of instructions and the Corporate Action Requisition from the Company Bank and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the OfferOffer for Sale, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited are transferred back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) to the respective Selling Shareholders’ Demat Account, within one (1) one Working Day after credit of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees, in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Final Sold Shares of each Selling Shareholder Shareholders from the Escrow Demat Account shall, subject to rounding off, be in the same proportion (between among the Selling Shareholders) as the number of Final Offered Shares originally credited to the Escrow Demat Account by such the respective Selling Shareholders pursuant to Clauses 3.1 and 3.2. With (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchanges, the monies to be received by each respective Selling Shareholder pursuant for its respective portion of the Final Sold Shares shall be transferred as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to Clause 3.1.the Offer. The Share Escrow Agent shall intimate each of the Bank, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in the format set forth herein as Xxxxxxxx X. 5.3 In Upon the event occurrence of an occurrence of any of the following events (an “Event of Failure”), the Company Bank shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure issue a notice in writing to the Share Escrow Agent, each of Agent and the Selling Shareholders and with a copy to each of the Managers, in a form as set out in Schedule E BRLMs (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing). Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company Bank fails to issue the notice pursuant to this Clause 5.3 Share Escrow Failure Notice within a period of 1 (one) one Working Day from the date of occurrence of such an Event of Failure, each of the Selling Shareholders Shareholders, severally and not jointly, shall be entitled have a right to issue a share escrow failure notice to the Share Escrow Failure Notice substantially in the form set out in Schedule E (Agent, with a copy to the Managers). The Share Escrow Failure Notice shall indicate if BRLMs and the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Bank (“Selling Shareholders’ Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent ”). The form of the Share Escrow Failure Notice pursuant to Clause 5.3 is set out in Part (A) of this Agreement, provided however that, in case Annexure H and the proceeds form of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the ’ Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as Notice is set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.Part (B)

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or IPO Committee of the IPO CommitteeBoard of Directors, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the ManagersBRLMs. (ii) The Company shall (with shall(with a copy to the ManagersBRLMs) (aa ) issue the Corporate Action Requisition (along with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) written instructions to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer for Sale, and (b) intimate inform each of the Selling Shareholders and the Share Escrow Agent of the issuance of such Corporate Action Requisition, by a notice in writing in the format provided in Schedule D Annexure F along with a copy of the such Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of instructions and the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the OfferOffer for Sale, in terms of the instructions and the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity ; and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be are released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) immediately and no later than one Working Day after credit of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees, in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, with (i) the debit of the respective Final Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to from the Escrow Demat Account by such and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes, the monies received for the Final Sold Shares will be transferred from the Public Offer Account to the respective Selling Shareholder pursuant Shareholder’s bank account (as notified) as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to Clause 3.1the Offer. Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be in accordance with the Offer Agreement. 5.3 In Upon the event occurrence of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure issue a notice in writing to the Share Escrow Agent, each of the Selling Shareholders and with a copy to each of the Managers, in a form as set out in Schedule E BRLMs (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, immediately and no later than one Working Day from the date of the receipt occurrence of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution such Event of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writingFailure. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 Share Escrow Failure Notice within a period of 1 (one) one Working Day from the date of occurrence of such an Event of Failure, each of the Selling Shareholders shall Shareholder will be entitled to issue a Share Escrow Failure Notice to the Share Escrow Agent, with a copy to the BRLMs and the Company (“Selling Shareholder’s Share Escrow Failure Notice”). The form of the Share Escrow Failure Notice substantially in the form is set out in Schedule E Part (with a copy to A) of Annexure G and the Managers). form of Selling Shareholder’s Share Escrow Failure Notice is set out in Part (B) of Annexure G. The Share Escrow Failure Notice or the Selling Shareholder Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Final Offered Shares back to the respective Selling Shareholder Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, prior to thetransfer as the case may be, before the Transfer of the Final Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Transfer the Final Offered Shares to any Allottee or any Person other than deposit the said Final Offered Shares to the respective Selling ShareholdersShareholder Demat Accounts, and (ii) the Share Escrow Agent shall immediately credit such number of the Final Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within in accordance with Annexure G, immediately and no later than one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice, as the case maybe, pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying blocked in the ASBA accounts/Escrow Account or the Public Offer Account in relation to the Offer, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Final Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the unblocking of the ASBA accounts or refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling ShareholdersCompany. 5.5 Upon receipt of the Share Escrow Failure Notice or the respective Selling Shareholder’s Share Escrow Failure Notice, as the case may be, after the transfer Transfer of the Final Sold Shares to the Allottees, but prior to receipt of the final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the respective Selling Shareholders, BRLMs, SEBI, the Stock Exchanges and/or the Depositories, as the case may bebe required, shall take such appropriate steps for the reversal of the credit of the transferred Transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) one Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, and in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 . Immediately upon the credit of any Sold Equity Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall shall, immediately transfer Transfer all such Sold Equity Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.65.5, it is clarified that the total number of Final Sold Shares credited to the respective Selling Shareholder Demat Account Accounts shall not exceed or be less than the number of Final Offered Shares originally credited to the Escrow Demat Account by such the respective Selling Shareholder. 5.7 The 5.6 Upon the occurrence of an Event of Failure, the Share Escrow Agent shall ensure and the Company shall provide all assistancewill ensure (in whatsoever manner possible) that, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited in accordance with the respective portions of the Offered Shares that Applicable Law, if any, each Selling Shareholder is entitled toreceives its Final Offered Shares including the Final Sold Shares back, as the case may be, from the Allottees forthwith, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company Company, with a copy to the Selling Shareholders and the BRLMs shall provide a certified copy of the resolution of the Board of Directors or the IPO CommitteeCommittee of the Board of Directors, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall (with a copy to the ManagersBRLMs) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the such Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of the Selling Shareholders and inform the Share Escrow Agent (with a copy to the BRLMs and each Selling Shareholder) by a notice in writing in the format provided in Schedule D along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation notice of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity , and (ii) the release and credit back to the respective Selling Shareholder Demat Accounts of any remaining unsold Offered Shares, i.e., Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity the Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto such Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of the Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Offered Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. It is further clarified that with (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to the demat accounts of the Allottees and (ii) the listing of the Equity Shares on Stock Exchanges, the monies received for the Final Sold Shares, subject to deductions of the offer expenses and the STT and/or withholding taxes (payable by the relevant Selling Shareholder), as applicable, payable out of the Offer proceeds, will be transferred from the Public Offer Account to each of the Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. 5.3 In the event of an occurrence of any a failure of the following events Offer determined in accordance with Clause 3.2.1.1 of the Cash Escrow and Sponsor Bank Agreement or such other event as may be agreed upon by the Company, the Selling Shareholders and the BRLMs in writing (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure issue a notice in writing to the Share Escrow Agent, each of the Selling Shareholders and Agent (with a copy to each of Selling Shareholder and the ManagersBRLMs), in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate if the Bid/ Offer Opening Date not taking place within 12 (twelve) months Event of Failure has occurred before or or any other date as may be permitted by SEBI, from after the date transfer of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior Sold Shares to the execution of the Underwriting Agreement Allottees in accordance with the Offer Agreement Clause 5.5 or the Red Xxxxxxx Prospectus;Clause 5.6 of this Agreement. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon 5.4 Upon the occurrence of an Event of Failure, if each of the Selling Shareholders may opt to issue a Share Escrow Failure Notice to the Share Escrow Agent, with a copy to the Company, the BRLMs and the other Selling Shareholders in a form as set out in Schedule F (“Selling Shareholder’s Share Escrow Failure Notice”), in case the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 one (one1) Working Day from the date of occurrence of such Event of Failure, each . 5.5 In the event of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the an occurrence of an Event of Failure has occurred beforeor afterthe transfer prior to the Transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 respective demat accounts of this Agreement. 5.4 Upon the Allottees, and upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, prior to thetransfer of as the Sold Shares to the demat accounts of the Allotteescase maybe: (i) the Share Escrow Agent shall not transfer credit any Offered Shares to any Allottee or any Person person other than to the respective relevant Selling ShareholdersShareholder, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreementor the Selling Shareholder’s Share Escrow Failure Notice pursuant to Clause 5.4, provided however that, in case the proceeds of the Offer are lying in the Escrow Account(s) or the Public Offer Account Account(s) in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling ShareholdersShareholders in accordance with Applicable Law. 5.5 5.6 Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case maybe on account of an Event of Failure after the transfer Transfer of the Sold Shares to the Allottees, Allottees but prior to receipt of final listing listing, and trading approvals fromthe from the Stock Exchanges, the Company Share Escrow Agent and the Share Escrow AgentCompany, in consultation with the ManagersBRLMs, the Selling Shareholders, the SEBI, the Stock Exchanges and/or the Depositories, as may be required, shall, subject to the case may beApplicable Law, shall take such appropriate steps for and issue an instruction to the reversal of Depositories (with a copy to the credit of BRLMs) to debit the transferred Sold Shares from the respective demat accounts of that have been allotted to the Allottees and credit back such Equity Shares constituting the Sold Shares back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule HAccount, in accordance with the order/direction/guidance of the SEBI/, Stock Exchanges/Depositories , Depositories, as applicable, and subject to Applicable Law.in any event within one 5.6 (1) Working Day from the date of receiving such instructions. Immediately upon the credit of any Sold Equity Shares into the Escrow Demat AccountAccount under this Clause 5.6, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat AccountsAccounts within one (1) Working Day. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the respective Selling Shareholder Demat Account Accounts shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the respective Selling Shareholder. 5.7 The Share Escrow Agent shall ensure ensure, and the Company shall provide all assistance, as may be reasonably required required, to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, receives its Offered Shares in accordance with Clauses 5.2, 5.5 or 5.6, as the case may be. The Share Escrow Agent shall undertake such actions, as may be required, so as to ensure that each Selling Shareholder receives its Offered Shares in accordance with Clauses 5.2, 5.5 and 5.6 of this Clause 5, upon occurrence of an Event of FailureAgreement.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On or about the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors Directors, or the IPO Committeea committee thereof, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders Agent and the Managers. (ii) The Company shall Promoter Selling Shareholder (with a copy to the Managers) (a) issue the Corporate Action Requisition (with BRLMs). The Share Escrow Agent shall upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) , provide a written confirmation to the DepositoriesPromoter Selling Shareholder (with a copy to the Company and the Book Running Lead Manager), that the Designated Stock Exchange has approved the Allotment. (b) The Company shall issue instructions, in writing, to debit the Depositories and the Share Escrow Agent for debiting the Final Sold Shares from the Escrow Demat Account and credit crediting the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer with a copy to the Promoter Selling Shareholder and (b) intimate each of the Selling Shareholders and the Share Escrow Agent BRLMs, in the format provided in Schedule D D. The Company shall inform the Promoter Selling Shareholder and the Share Escrow Agent, with a copy to the BRLMs in writing in the format provided in Schedule E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, Offer in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the Promoter Selling Shareholder Demat Account any Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) one Working Day of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Allottees. 5.3 In the the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to Promoter Selling Shareholder and the Share Escrow Agent, each of with a copy to the Selling Shareholders and to each of the ManagersBRLMs in writing, in a the form as set out in Schedule E F (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall also indicate the credit of the Offered Shares back to the Promoter Selling Shareholder Demat Account and also indicate if the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the a Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person person other than the respective Promoter Selling ShareholdersShareholder, and (ii) within one Working Day of receipt of the Share Escrow Failure Notice by the Share Escrow Agent pursuant to Clause 5.3 of this Agreement, the Share Escrow Agent shall immediately release and credit such number of back the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Promoter Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccount, provided however thathowever, that in case the proceeds of the Offer are lying in Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Promoter Selling Shareholder Demat Accounts simultaneously Account with the Final Sold Shares simultaneously upon receiving intimation of refund of such proceeds of the Offer to the Bidders moneys by the Company and each of the Promoter Selling ShareholdersShareholder. 5.5 Upon receipt In the event of the Share Escrow an occurrence of an Event of Failure Notice, after the transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow AgentAgent and the Company, in consultation with the ManagersBRLMs, the Selling Shareholders, SEBI, the SEBI/ Stock Exchanges and/or the Exchanges/ Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of such Equity Shares constituting the transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule HAccount, in accordance with the order/direction/order/ direction/ guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable LawSEBI /Stock Exchanges/ Depositories. 5.6 Immediately upon the credit of any of the Final Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes in terms of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.Clause

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the IPO Committee of the Board of Directors or the IPO CommitteeBoard of Directors, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Lead Managers.. Confirmation of receipt of such confirmation shall be provided by the Share Escrow Agent to Company (with a copy to the Lead Managers and Selling Shareholders) in the format provided in Annexure K; and (ii) The Company shall (with a copy to the ManagersLead Managers and the Selling Shareholders) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of inform the Selling Shareholders and the Share Escrow Agent (with a copy to the Lead Managers) by a notice in writing in the format provided in Schedule D Annexure G along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of instructions and the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure:(i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited are transferred back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) to the Selling Shareholders Demat Account, within one one (1) Working Day after credit of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees, in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the Lead Managers of the completion of the actions stated herein, in the format set forth herein as Schedule I with (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to accounts of the Allottees; and (ii) the listing and commencement of trading of the Equity Shares on the Stock Exchanges; and the monies received for the Final Sold Shares will be transferred from the Public Offer Account to the Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to the Offer. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares unsold shares of each Selling Shareholder shall, subject to rounding offoff and Applicable Law, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Clauses 3.1 and 3.2. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or and/or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the ManagersBRLMs. (iib) The Company shall inform the Selling Shareholders and the Share Escrow Agent (with a copy to the ManagersBRLMs) (a) issue in writing of the issuance of the Corporate Action Requisition Form (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the demat accounts of the Allottees pursuant in relation to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D E along with a copy of the Corporate Action Requisition.Requisition Form. The Company shall issue instructions, in writing, to the Depositories and the Share Escrow Agent (with a copy to the Selling Shareholders and the BRLMs) for the crediting of the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer, in the format provided in Schedule F. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company and after duly verifying that the Corporate Action Requisition is complete in all respectsForm, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition Form within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the respective Selling Shareholder Demat Accounts, any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. In this regard, it is further clarified that upon (i) debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the accounts of the Allottees, and (ii) on the receipt of listing and trading approval of the Equity Shares from the Stock Exchanges, the monies received from the Final Sold Shares, subject to deductions of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the respective bank accounts of the Selling Shareholders, in accordance with the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be made in accordance with the Offer Documents. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to Selling Shareholders, and the Share Escrow Agent, each of Agent (with a copy to the Selling Shareholders and to each of the ManagersBRLMs) in writing, in a the form as set out in Schedule E G (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing). Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 one (one1) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders Shareholders, severally and not jointly, shall be entitled to issue the Share Escrow Failure Notice substantially (with a copy to the Company, the BRLMs and the Selling Shareholders, apart from the Selling Shareholder issuing the notice) in the form set out in Schedule E H (with a copy to the Managers“Selling Shareholder Share Escrow Failure Notice”). The Share Escrow Failure Notice or the Selling Shareholder Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Offered Shares back to the respective Selling Shareholder Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, Allotment to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall Agent (with a copy to the Managers) (a) issue Selling Shareholders and the Corporate Action Requisition (BRLMs). The Company shall inform the Selling Shareholders, the Share Escrow Agent and the BRLMs in writing in the format provided in Schedule C along with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) Corporate Action Requisition issued to the Depositories, Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. (b) The Company shall issue instructions, in writing, to the Depositories and the Share Escrow Agent for the crediting of the Final Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of with a copy to the Selling Shareholders and the Share Escrow Agent BRLMs, in the format provided in Schedule D along with a copy of the Corporate Action Requisition.Schedule 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in accordance with Applicable Lawthe format set forth herein as Schedule D-1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each the respective Selling Shareholder Shareholders shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Clauses 3.1 and 3. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, Agent (with a copy to each of the Selling Shareholders and the Managers.BRLMs). Confirmation of receipt of such approval shall be provided by the Share Escrow Agent in the format provided in Schedule C. (iib) The Company shall (with a copy to the Managers) (aBRLMs and each of the Selling Shareholders) issue the Corporate Action Requisition (along with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) written instructions to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent Offer, in the format provided in Schedule D along with a copy of the Corporate Action Requisition.D. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the OfferAllottees, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the Selling Shareholders’ Demat Accounts any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in accordance with Applicable Law. the format set forth herein as Schedule F. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Clauses 3.1 and 3.2. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to Selling Shareholders, the Share Escrow Agent, each of Agent and the Selling Shareholders and to each of the ManagersBRLMs in writing, in a the form as set out in Schedule E (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date credit of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or Offered Shares back to the Selling Shareholders, in consultation with ’ Demat Accounts and also indicate if the Managers, withdraw Event of Failure has occurred before or after the Offer prior Transfer of the Final Sold Shares to the execution of the Underwriting Agreement Allottees in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;Clause 5.2 of this Agreement. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially pursuant to Clause 5.3, the Selling Shareholders may opt to issue a Share Escrow Failure Notice to the Share Escrow Agent, the BRLMs and the Company in writing, in the form set out in Schedule E E1 (with a copy to the Managers“Selling Shareholder’s Share Escrow Failure Notice”). The Share Escrow Failure Notice Notice, or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall indicate if whether the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement5.2. 5.4 5.5. Upon receipt of the a Share Escrow Failure NoticeNotice or a Selling Shareholders’ Share Escrow Failure notice, as the case may be, indicating that the Event of Failure has occurred prior to thetransfer the Transfer of the Final Sold Shares to the demat accounts Allottees in terms of the Allottees: Clause 5.2, (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within one (1) Working Day of receipt of the Share Escrow Failure Notice by the Share Escrow Agent pursuant to Clause 5.3 or the Selling Shareholder’s Share Escrow Failure Notice pursuant to Clause 5.4., the Share Escrow Agent shall immediately release and credit such number of back the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholder’s Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccount, provided however thathowever, that in case the proceeds of the Offer are any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the Selling Shareholders’ Demat Accounts with their respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the upon receiving confirmation of completion of refund of such proceeds of the Offer to the Bidders moneys by the Company Company, along with the bank statements showing no balance in the Escrow Account and each of the Selling ShareholdersPublic Offer Account subject to Applicable Law. 5.5 5.6. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be and in the event of an occurrence of an Event of Failure after the transfer Transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe from the Stock Exchanges, the Share Escrow Agent, the Company and the Share Escrow AgentSelling Shareholders, in consultation with the Managers, the Selling ShareholdersBRLMs, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule Hthe case may be, in accordance with the order/direction/order / direction / guidance of SEBI/SEBI / Stock Exchanges/Exchanges / Depositories and subject to Applicable Law. 5.6 5.7. Immediately upon the credit of any Sold of the Equity Shares into the Escrow Demat AccountAccount in terms of Clause 5.6 of this Agreement, the Company shall instruct the Share Escrow Agent toshall, and the Share Escrow Agent shall immediately transfer all such the Final Sold Shares from the Escrow Demat Account to in the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the equivalent respective portions of the Offered Shares to the Selling Shareholders’ Demat Accounts within two (2) Working Days from the receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Escrow Failure Notice, as the case may be, simultaneously with the refund of such Offer Proceeds to the Bidders by the Company and the Selling Shareholders. The number of Final Sold Shares transferred back from the respective demat accounts of the Allottees to the Escrow Demat Account, and subsequently from the Escrow Demat Account to the Selling Shareholders’ Demat Accounts, pursuant to the reversal of credit contemplated under this clause upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall be equal to the number of Equity Shares of the Selling Shareholders Allotted pursuant to the Offer and credited to the demat accounts of the Allottees. 5.8. The Share Escrow Agent and the Company shall ensure that each the Selling Shareholder is entitled to, Shareholders receives their respective portion of the Offered Shares in accordance with Clauses 5.2, 5.4 and 5.7 of this Clause 5, upon occurrence of an Event of FailureAgreement.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company (with a copy to the Promoter Selling Shareholders and the Book Running Lead Managers) shall provide a certified copy of the resolution of the IPO Committee of the Board of Directors or the IPO CommitteeBoard of Directors, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Book Running Lead Managers.. Confirmation of receipt of such confirmation shall be provided by the Share Escrow Agent in the format provided in Annexure K; and (ii) The Company shall (with a copy to the ManagersBook Running Lead Managers and the Selling Shareholders) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of inform the Selling Shareholders and the Share Escrow Agent (with a copy to the Book Running Lead Managers) by a notice in writing in the format provided in Schedule D Annexure G along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of instructions and the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure:(i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than Equity any Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Offered Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Offered Shares) will be released and credited are transferred back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2Selling Shareholders Demat Account, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than within one (1) Working Day from the date of occurrence of such event, intimate the occurrence after credit of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Final Sold Shares to the demat accounts of the Allottees: , in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the Book Running Lead Managers of the completion of the actions stated herein, in the format set forth herein as Schedule I with (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number debit of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Final Sold Shares from the Escrow Demat Account and credit of the same to accounts of the respective Selling Shareholder Demat Accounts. For purposes Allottees; and (ii) the listing of this Clause 5.6, it is clarified that the total number of Equity Shares on the Stock Exchanges; and the monies received for the Final Sold Shares credited will be transferred from the Public Offer Account to the Selling Shareholder Demat Account shall not exceed or be less than Shareholders as per the number terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Final Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failurethe Offer Documents.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, (with a copy to each of the Selling Shareholders and the Lead Managers). (ii) The Company shall (with a copy to the Lead Managers) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereofCommittee, approving the Allotment) to the DepositoriesDepositories and the Share Escrow Agent, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent of the issuance of such Corporate Action Requisition, in the format provided in Schedule D E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company in accordance with Clause 5.1(ii) hereof and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one immediately and not later than one (1) Working Day of the completion of transfer Transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the Lead Managers of the completion of the actions stated herein, in the format set forth herein as Schedule E1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Offered Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. It is further clarified that with the credit of the Sold Shares to accounts of the Allottees; and the listing of the Equity Shares on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes, the monies received for the Sold Shares will be transferred from Public Offer Account to the respective Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be in accordance with the Offer Documents. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure Failure, in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Lead Managers, in a form as set out in Schedule E F (“Share Escrow Failure Notice”). Upon the occurrence of an Event of Failure, if the Company fails to issue the Share Escrow Failure Notice within two (2) Working Days from the date of occurrence of an Event of Failure, the Selling Shareholders may, opt to issue a Share Escrow Failure Notice to the Share Escrow Agent, with a copy to the Lead Managers and the Company (“Selling Shareholders’ Share Escrow Failure Notice”): (i) the Company and/or the Selling Shareholders, in consultation with the Lead Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (ii) The Bid/ Offer Opening Date not taking place for any reason within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto due to which the processof Biddingor process of Bidding or the acceptanceof Bidscannot acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof thereof), including the Offer not opening on the Bid/ Offer Opening Date or any other revised date agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the OfferOffer such as refusal by a Stock Exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law; (viiiv) non receipt of regulatory approvals in a timely manner in accordance with Regulation 49(1) of Applicable Law or at all, including, the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000final listing and trading approval from Stock Exchanges; (ixvi) the RoC Filing not being completed on or prior to the Drop-Dead Date for any reason; (vii) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Lead Managers, to withdraw and/or cancel and/or abandon the Offer in terms at any time including after the Bid/ Offer Opening Date and prior to the Closing Date or if the Offer is withdrawn and/or cancelled and/ or abandoned, prior to execution of the Offer AgreementUnderwriting Agreement in accordance with the Red Xxxxxxx Prospectus, in accordance with Applicable Laws; (xviii) the minimum number any of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing(if executed), unless such date is extended in terms of the Offer Documents or the Offer Agreement or the Fee Letter being terminated in accordance with its terms or having become illegal or non- compliant with Applicable Laws or unenforceable for any reason or, non- non-compliant with Applicable Law Laws or, if it or their performance has been injuncted or prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, statutory or regulatory body or Governmental Authority or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xiiix) atleast 75the number of Allottees being less than 1,000 (one thousand); (x) the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, is not fulfilled; (xi) non-receipt of minimum subscription of 90% of the Offer Fresh Issue; (xii) the Underwriting Agreement is not being allotted executed on or prior to QIBsRoC Filing, unless the date is extended by the Lead Managers, the Selling Shareholders and the Company in writing; orand (xiii) such other event as may be mutually agreed in accordance with the Applicable Laws upon among the Company, each of the Selling Shareholders and the Managers Lead Managers, in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Selling Shareholders’ Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy F to the Share Escrow Agent, the Company and the Lead Managers). The Share Escrow Failure Notice shall also indicate the credit of the Offered Shares back to the respective Selling Shareholder Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure NoticeNotice or Selling Shareholders’ Share Escrow Failure Notice indicating that the Event of Failure has occurred, prior to thetransfer the Transfer of the Sold Shares to the demat accounts of the AllotteesAllottees in terms of Clause 5.2 hereof: (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person other than to the respective Selling ShareholdersShareholder, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder (such credit shall be in the same proportion as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder) standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within immediately and not later than one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice or Selling Shareholders’ Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case of any application money lying blocked in the proceeds ASBA Accounts/ in the Escrow Account (in terms of the Offer are lying Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Selling Shareholder Shareholder’s Demat Accounts simultaneously with the Sold Shares simultaneously upon receiving intimation of refund of such proceeds of the Offer moneys to the Bidders Allottees by the Company subject to Applicable Laws and each of procedures, along with the Selling Shareholdersbank statements showing no balance in the Escrow Account and Public Offer Account. 5.5 Upon receipt of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice, indicating an occurrence of an Event of Failure after the transfer Transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Lead Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, Notice or the Selling Shareholders’ Share Escrow Failure Notice and in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, pursuant to Clause 5.5 above, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer Transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and Upon the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure, the Share Escrow Agent shall ensure (in whatsoever manner possible) that each of the Selling Shareholders receives back their respective proportion of the Offered Shares in accordance with Clause 5 of this Agreement.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, Agent (with a copy to each of the Selling Shareholders and the Book Running Lead Managers. (ii) ). The Company shall (with a copy to inform each of the Managers) (a) issue Selling Shareholders, the Corporate Action Requisition (Share Escrow Agent and the Book Running Lead Managers in writing in the format provided in Schedule C along with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) Corporate Action Requisition to the Depositories, Depositories and the Share Escrow Agent to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. (b) The Company shall issue instructions, in writing, to the Depositories and the Share Escrow Agent for the crediting of the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer and (b) intimate with a copy to each of the Selling Shareholders and the Share Escrow Agent Book Running Lead Managers, in the format provided in Schedule D along with a copy of the Corporate Action Requisition.D. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Requisition Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Requisition Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the relevant Selling Shareholders’ Demat Account its respective Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder Shareholders pursuant to Clause 3.1. It is further clarified that with (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to the demat accounts of the Allottees and (ii) the listing of the Equity Shares on Stock Exchanges, the monies received for the Final Sold Shares, subject to deductions of offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the respective Selling Shareholder as per the terms of the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company Company, in consultation with each of the Corporate Promoter Selling Shareholders and the Investor Selling Shareholders, shall immediately and not later than one (1) Working Day day from the date of occurrence of such event, intimate the occurrence each of the Event of Failure in writing to the Share Escrow Agent, each of Agent and the Selling Shareholders and to each of the ManagersBook Running Lead Managers in writing, in a the form as set out in Schedule E (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date credit of the receipt respective portion of the final observations from SEBI on Offered Shares back to the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the relevant Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;’ Demat Accounts. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 one (one1) Working Day from the date of occurrence of such an Event of FailureDefault, each of the Selling Shareholders shall be entitled may, severally and not jointly, opt to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the Book Running Lead Managers and the Company in the a form as set out in Schedule E E1 (with a copy to the Managers“Selling Shareholder’s Share Escrow Failure Notice”). The Share Escrow Failure Notice Notice, or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall indicate if whether the Event of Failure has occurred beforeor afterthe before or after the transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement5.2. 5.4 5.5. Upon receipt of the a Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice, as the case may be, indicating that the Event of Failure has occurred prior to thetransfer the transfer of the Final Sold Shares to the demat accounts Allottees in terms of the Allottees: Clause 5.2, (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within one (1) Working Day of receipt of the Share Escrow Failure Notice by the Share Escrow Agent pursuant to Clause 5.3, the Share Escrow Agent shall immediately release and credit such number back the respective portion of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccounts, provided however thathowever, that in case the proceeds of the Offer are any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Selling Shareholder Shareholders’ Demat Accounts simultaneously with the Offered Shares after receiving confirmation of completion of refund of such proceeds of the Offer to the Bidders moneys by the Company Company, along with the bank statements showing no balance in the Escrow Account and each of the Selling ShareholdersPublic Offer Account subject to Applicable Law. 5.5 5.6. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be and in the event of an occurrence of an Event of Failure after the transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchangesthe Share Escrow Agent, the Company and the Share Escrow AgentCorporate Promoter Selling Shareholders and the Investor Selling Shareholders, in consultation with the Book Running Lead Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Exchanges, Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of such Equity Shares constituting the transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/order / direction / guidance of SEBI/SEBI / Stock Exchanges/Exchanges / Depositories and subject to Applicable Law. 5.6 5.7. Immediately upon the credit of any Sold of the Equity Shares into the Escrow Demat AccountAccount in terms of Clause 5.6 of this Agreement, the Company shall instruct the Share Escrow Agent toshall, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account to in the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the equivalent respective portions of the Offered Shares that to the Selling Shareholders’ Demat Accounts within two (2) Working Days from the receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Escrow Failure Notice, as the case may be, simultaneously with the refund of such Offer Proceeds to the Bidders by the Company and each of the Selling Shareholder is entitled to, in accordance with this Clause 5, upon Shareholders. 5.8. Upon the occurrence of an Event of Failure, the Share Escrow Agent and the Company will ensure (in whatsoever manner possible) that each of the Selling Shareholders receive back their respective portion of the Offered Shares including the Final Sold Shares credited back to the Escrow Demat Account, in accordance with Clause 5 above, as the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, Agent (with a copy to the Selling Shareholders and the Book Running Lead Managers). The Company shall inform each of the Selling Shareholders and the ManagersShare Escrow Agent with a copy to the Book Running Lead Managers in writing in the format provided in Schedule C along with a copy of the Corporate Action Requisition to the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. (iib) The Company shall (with a copy to the Book Running Lead Managers) (ai) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Depositories and the Share Escrow Agent to debit the Final Sold Shares from the Escrow Demat Account and credit the Final Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (bii) intimate each of the Selling Shareholders and Shareholders, the Share Escrow Agent and the Book Running Lead Managers, in the format provided in Schedule D along with a copy of the Corporate Action Requisition. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition Requisition, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the relevant Selling Shareholders’ Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of the transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in accordance with Applicable Law. the format set forth herein as Schedule F. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder Shareholders pursuant to Clause 3.1Clauses 3.1 and 3.2. It is further clarified that with (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to the demat accounts of the Allottees and (ii) receipt of final listing and trading approvals from the Stock Exchanges and the listing of the Equity Shares on Stock Exchanges, the monies received for the Final Sold Shares, subject to deductions of offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the respective Selling Shareholder as per the terms of the Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company in consultation with the Selling Shareholders shall immediately and not later than one two (12) Working Day days from the date of occurrence of such event, intimate the occurrence each of the Event of Failure in writing to the Share Escrow Agent, each of Agent and the Selling Shareholders and to each of the ManagersBook Running Lead Managers in writing, in a form as the Share Escrow Failure Notice set out in Schedule E (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date credit of the receipt respective portion of the final observations from SEBI on Offered Shares back to the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the relevant Selling Shareholders, in consultation with ’ Demat Accounts and also indicate if the Managers, withdraw Event of Failure has occurred before or after the Offer prior transfer of the Final Sold Shares to the execution of the Underwriting Agreement Allottees in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;Clause 5.2 of this Agreement. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 the Selling Shareholders may themselves (or through their authorized signatories or a power of attorney holder), severally and not jointly, within a period of 1 two (one2) Working Day Days from the date of occurrence of such an Event of Failure, each of the Selling Shareholders shall be entitled opt to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the Book Running Lead Managers and the Company in the a form as set out in Schedule E E1 (with a copy to the Managers“Selling Shareholder’s Share Escrow Failure Notice”). The Share Escrow Failure Notice Notice, or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall indicate if whether the Event of Failure has occurred beforeor afterthe before or after the transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 5.5. Upon receipt of the a Share Escrow Failure Notice, Notice or the Selling Shareholder’s Share Escrow Failure Notice indicating that the Event of Failure has occurred prior to thetransfer the transfer of the Final Sold Shares to the demat accounts Allottees in terms of the Allottees: Clause 5.2, (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within one (1) Working Day of receipt of the Share Escrow Failure Notice by the Share Escrow Agent pursuant to Clause 5.3, the Share Escrow Agent shall immediately release and credit such number back the respective portion of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholders’ Demat Accounts, provided however, that in case of any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account, the Share Escrow Agent shall debit the Escrow Demat Account and credit the respective Selling Shareholders’ Demat Accounts with the Offered Shares after receiving confirmation of completion of refund of such moneys by the Company, along with the bank statements showing no balance in the Escrow Account and Public Offer Account subject to Applicable Law. 5.6. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be and in the event of an occurrence of an Event of Failure after the transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals from the Stock Exchanges of the Equity Shares on the Stock Exchanges, the Share Escrow Agent, the Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, SEBI, Stock Exchanges and the Depositories, as the case may be, shall take such appropriate steps for the credit of such Equity Shares constituting the Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within one (1) Working Day from the date of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant or the Selling Shareholder’s Share Escrow Failure Notice, in accordance with the order / direction / guidance of SEBI / Stock Exchanges / Depositories and subject to Applicable Law. 5.7. Immediately upon the credit of any of the Equity Shares into the Escrow Demat Account in terms of Clause 5.3 5.6 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, Company hereby instructs the Share Escrow Agent shall credit back (marking copy to the BRLMs and the Selling Shareholder) to, and the Share Escrow Agent shall, transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account in the equivalent respective portions of the Offered Shares immediately to the respective Selling Shareholder Shareholders’ Demat Accounts within two (2) Working Days from the receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Escrow Failure Notice, as the case may be, simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 5.8. Upon receipt the occurrence of an Event of Failure, the Share Escrow Failure Notice, after Agent and the transfer Company will ensure (in whatsoever manner possible) that each of the Selling Shareholders receive back their respective portion of the Offered Shares including the Final Sold Shares credited back to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow AgentDemat Account, in consultation accordance with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the DepositoriesClause 5 above, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company Company, shall (with a copy to the Selling Shareholders and the Lead Managers shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Lead Managers. (ii) The Company Company, shall (with a copy to the Managers) Lead Managers (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the DepositoriesDepositories and the Share Escrow Agent, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent of the issuance of such Corporate Action Requisition in the format provided in Schedule D E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company in accordance with Clause 5.1(ii) hereof and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Offered Shares) will be released and credited back to the respective Selling Shareholder Shareholders’ Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the Lead Managers of the completion of the actions started herein, in the format set forth herein as Schedule E1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Offered Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.13.1 and credit of the same to the demat accounts of the Allottees; and upon the listing of the Equity Shares on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes in accordance with the Offer Agreement, the monies received for the Sold Shares will be transferred from Public Offer Account to the respective Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to the Offer. The Parties agree that in the event of under- subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be in accordance with the Offer Documents. 5.3 In the event of an occurrence of failure of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Lead Managers, in a form as set out in Schedule E F (“Share Escrow Failure Notice”): (i) any event due to which the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date process of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement Bidding or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof mutually agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of 12 months from the date of issuance of final observations by SEBI on the filing of the Draft Red Xxxxxxx Prospectus with the RoCProspectus; (ivii) the RoC Filing does not occur on or prior to the Drop Dead Datefor Date for any reason; (viii) the Offer Agreement being terminated in accordance with its terms and conditions; (viiv) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock ExchangesExchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company, Selling Shareholders and the Book Running Lead Managers; (viiv) the Offer becomes become illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viiivi) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ixvii) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Lead Managers, to withdraw and/or cancel and/or abandon the Offer in terms prior to the execution of the Underwriting Agreement in accordance with the Offer AgreementAgreement at any time including after the Bid/Offer Opening Date until the Closing Date; (xviii) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR Securities Contracts (Regulation) Rules, 1957 not having been Allotted in the Offer; (xiix) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filingfiling, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- non-compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiiix) such other event as may be mutually agreed in accordance with the Applicable Laws among upon by the Company, each of the Selling Shareholders Shareholders, and the Managers in writingLead Managers. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 Share Escrow Failure Notice within a period of 1 two (one2) Working Day Days from the date of occurrence of such an Event of Failure, each of the Selling Shareholders shall be entitled may, opt to issue the a Share Escrow Failure Notice substantially in to the form set out in Schedule E (Share Escrow Agent, with a copy to the Managers). BRLMs and the Company in the form as set out in Schedule F (“Selling Shareholders’ Share Escrow Failure Notice”) The Share Escrow Failure Notice shall also indicate the credit of the Offered Shares back to the respective Selling Shareholders’ Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice, as the case maybe, indicating that the Event of Failure has occurred, prior to thetransfer the Transfer of the Sold Shares to the demat accounts of the Allottees: Allottees in terms of Clause 5.2 hereof: (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person other than the respective Selling ShareholdersShareholder, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder (such credit shall be in the same proportion as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder) standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are any application money lying in the Escrow Demat Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Selling Shareholder Shareholder’s Demat Accounts simultaneously with the Sold Shares simultaneously upon receiving intimation of refund of such proceeds of the Offer to the Bidders moneys by the Company to the Bidders, subject to Applicable Laws and each of procedures, along with the Selling Shareholdersbank statements showing no balance in the Escrow Account and Public Offer Account subject to the Applicable Law. 5.5 Upon receipt of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice, as the case maybe, indicating that the Event of Failure has occurred, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Lead Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice, as the case maybe, upon instructions in writing, in a form as set out in Schedule HI, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon receipt of the Share Escrow Failure Notice or the Selling Shareholders’ Share Escrow Failure Notice, as the case maybe, indicating that the Event of Failure has occurred, the Share Escrow Agent shall credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Shareholders’ Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and Upon the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure, the Share Escrow Agent shall ensure (in whatsoever manner possible) that each of the Selling Shareholders receives back their respective proportion of the Offered Shares including the Sold Shares credited back to the Escrow Demat Account, in accordance with Clause 5 of this Agreement.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 ‌ 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the AllotmentAllotment of the Equity Shares to the Allottees, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall Agent (with a copy to the Managers) (a) issue Selling Shareholders and the BRLMs). The Company shall inform the Selling Shareholders, the Share Escrow Agent and the BRLMs in writing in the format provided in Schedule C along with a copy of the Corporate Action Requisition issued to the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. (with b) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee thereofCommittee, as the case may be, approving the Allotment) , provide a written confirmation to each of the Selling Shareholders (with a copy to the DepositoriesCompany and the BRLMs), that the Board of Directors or the IPO Committee, as the case may be, and the Designated Stock Exchange has approved the Allotment. (c) The Company shall issue Corporate Action Requisition, in writing, to debit the Sold Shares from Depositories and the Share Escrow Demat Account and credit Agent for the crediting of the Final Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of with a copy to the Selling Shareholders and the Share Escrow Agent BRLMs, in the format provided in Schedule D along with a copy of the Corporate Action Requisition.D. 5.2 5.2. Upon receipt of the instructions and intimation of the issue of the Corporate Action Requisition Requisition, as stated in Clause 5.1(c) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under the SEBI RTA Master Circular and other Applicable Law. Equity Law and shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.the

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the ManagersBRLMs. (ii) The Company shall (with a copy to the ManagersBRLMs) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the DepositoriesDepositories and the Share Escrow Agent, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent (with a copy to the BRLMs) in the format provided in Schedule D E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable LawLaws. Equity The Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding offoff and Applicable Laws) within one immediately and no later than one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawLaws. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in the format set forth herein as Schedule E-1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding offoff and Applicable Laws, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Clauses 3.1 and 3. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (i) a. The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, Agent (with a copy to each of the Selling Shareholders and the Managers. (ii) Book Running Lead Manager). The Company shall (with a copy to inform each of the Managers) (a) issue Selling Shareholders, the Corporate Action Requisition (Share Escrow Agent and the Book Running Lead Manager in writing in the format provided in Annexure IV along with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) Corporate Action Requisition to the Depositories, Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. b. The Company shall issue instructions, in writing, to the Depositories and the Share Escrow Agent for debiting the Final Sold Shares from the Escrow Demat Account and the crediting of the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer and (b) intimate with a copy to each of the Selling Shareholders and the Share Escrow Agent Book Running Lead Manager, in the format provided in Schedule D along with a copy of the Corporate Action Requisition.Annexure V. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the relevant Selling Shareholders’ Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) 1 Working Day of the completion of transfer Transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate the Company, each of the Selling Shareholders and the Book Running Lead Manager of the completion of the actions stated herein, in accordance with Applicable Lawthe format set forth herein as Annexure VII. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Final Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder Shareholders pursuant to Clause 3.1Clauses 3.1 and 3.2. It is further clarified that with (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to the demat accounts of the Allottees and (ii) the listing of the Equity Shares on Stock Exchanges, the monies received for the Final Sold Shares, subject to deductions of offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the respective Selling Shareholder as per the terms of the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company Company, in consultation with the Selling Shareholders, shall immediately and not later than one (1) Working Day 1 day from the date of occurrence of such event, intimate each of the occurrence Share Escrow Agent and the Book Running Lead Manager in writing, in the form set out in Annexure VI (Share Escrow Failure Notice). The Share Escrow Failure Notice shall also indicate the credit of the respective portion of the Offered Shares back to the relevant Selling Shareholders’ Demat Accounts and also indicate if the Event of Failure in writing has occurred before or after the Transfer of the Final Sold Shares to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement Allottees in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;Clause 5.2 of this Agreement. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such an Event of Failure, each of the Selling Shareholders shall be entitled may, severally and not jointly, opt to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the Book Running Lead Manager and the Company in the a form as set out in Schedule E Annexure VIA (with a copy to the ManagersSelling Shareholder’s Share Escrow Failure Notice). The Share Escrow Failure Notice Notice, or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall indicate if whether the Event of Failure has occurred beforeor afterthe before or after the transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement5.2. 5.4 5.5. Upon receipt of the a Share Escrow Failure Notice, Notice indicating that the Event of Failure has occurred prior to thetransfer the transfer of the Final Sold Shares to the demat accounts Allottees in terms of the Allottees: Clause 5.2, (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within 1 Working Day of receipt of the Share Escrow Failure Notice by the Share Escrow Agent pursuant to Clause 5.3, the Share Escrow Agent shall immediately release and credit such number back the respective portion of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementAccounts, provided however thathowever, that in case the proceeds of the Offer are any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account in relation to the OfferAccount, the Share Escrow Agent shall debit the Escrow Demat Account and credit the respective Selling Shareholders’ Demat Accounts with the Offered Shares after receiving confirmation of completion of refund of such moneys by the Company, along with the bank statements showing no balance in the Escrow Account and Public Offer Account subject to Applicable Law. 5.6. Upon receipt of a Selling Shareholder’s Share Escrow Failure Notice indicating that the Event of Failure has occurred prior to the transfer of the Final Sold Shares to the Allottees in terms of Clause 5.2, (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within 1 Working Day of receipt of the Selling Shareholder’s Share Escrow Failure Notice by the Share Escrow Agent pursuant to Clause 5.4, the Share Escrow Agent shall release and credit back the respective portion of the Offered Shares standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholders’ Demat Accounts, provided however, that in case of any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account, the Share Escrow Agent shall debit the Escrow Demat Account and credit the respective Selling Shareholders’ Demat Accounts simultaneously with the Offered Shares after receiving confirmation of completion of refund of such proceeds of the Offer to the Bidders moneys by the Company Company, along with the bank statements showing no balance in the Escrow Account and each of the Selling ShareholdersPublic Offer Account subject to Applicable Law. 5.5 5.7. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, and in the event of an occurrence of an Event of Failure after the transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe from the Stock Exchanges, the Share Escrow Agent, the Company and the Share Escrow AgentSelling Shareholders, in consultation with the Managers, the Selling ShareholdersBook Running Lead Manager, SEBI, the Stock Exchanges and/or the Exchanges, Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of such Equity Shares constituting the transferred Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule Hthe case may be, in accordance with the order/direction/order / direction / guidance of SEBI/SEBI / Stock Exchanges/Exchanges / Depositories and subject to Applicable Law. 5.6 5.8. Immediately upon the credit of any Sold of the Equity Shares into the Escrow Demat AccountAccount in terms of Clause 5.7 of this Agreement, the Company shall instruct the Share Escrow Agent toshall, and transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account in the equivalent respective portions of the Offered Shares to the Selling Shareholders’ Demat Accounts within 2 Working Days from the receipt of the Share Escrow Agent shall immediately transfer all Failure Notice or the Selling Shareholder’s Escrow Failure Notice, as the case may be, simultaneously with the refund of such Offer Proceeds to the Bidders by the Company and each of the Selling Shareholders. The number of Final Sold Shares transferred back from the respective demat accounts of the Allottees to Escrow Demat Account, and subsequently from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes , pursuant to the reversal of credit contemplated under this Clause 5.6upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, it is clarified that as the total case may be, shall be equal to the number of Sold Equity Shares of the respective Selling Shareholders Allotted pursuant to the Offer and credited to the Selling Shareholder Demat Account shall not exceed or be less than demat accounts of the number of Offered Shares originally credited to the Escrow Demat Account by such Selling ShareholderAllottees. 5.7 The Share Escrow Agent shall ensure and 5.9. Upon the occurrence of an Event of Failure, the Company shall provide all reasonable cooperation and assistance, as may be reasonably required required, to ensure that the Selling Shareholders receive the Offered Shares in accordance with this Clause 5 and the Share Escrow Agent will ensure (in whatsoever manner possible) that each of the Selling Shareholders receive back their respective Selling Shareholder Demat Accounts are credited with the respective portions portion of the Offered Shares that each Selling Shareholder is entitled toincluding the Final Sold Shares credited back to the Escrow Demat Account, in accordance with this Clause 5, upon occurrence of an Event of Failureas the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company Company, acting through the Board of Directors or the IPO Committee, (with a copy to each of the Selling Shareholders and the Managers) shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders Registrar to the Company and the Managers. (ii) The Company Company, acting through the Board of Directors or the IPO Committee, shall (with a copy to the Managers) (a) issue the Corporate Action Requisition Form (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Registrar to the Company, the Share Escrow Agent and the Depositories, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders Shareholders, the Registrar to the Company and the Share Escrow Agent (with a copy to the Managers) in the format provided in Schedule D E along with a copy of the Corporate Action Requisition.Requisition Form by a notice in writing. The Company shall issue instructions, in writing, to the Share Escrow Agent for the crediting of the Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer with a copy to each of the Selling Shareholders and the Book Running Lead Managers, in the format provided in Schedule E. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition Form from the Company in accordance with Clause 5.1(ii) hereof, the Registrar to the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition Form within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition Form in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. The Share Escrow Agent shall intimate Company, each of the Selling Shareholders and the Managers of the completion of the actions started herein, in the format set forth herein as Schedule E1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each of the Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder Shareholders pursuant to Clause 3.1Clauses 3.1 and 3. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders Shareholders, the Registrar to the Offer and the Lead Managers. (iib) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors approving the Allotment, provide a written confirmation to the Selling Shareholders (with a copy to the Company, the Registrar to the Offer and the Lead Managers) in a form as set out in Part (A) of Schedule VII, that the Board of Directors and the Designated Stock Exchange has approved the Allotment. (c) The Company shall (with a copy to the Lead Managers) (ai) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the Sold such Offered Shares to the demat accounts of the Allottees pursuant in relation to the Offer Offer; and (bii) intimate each of the Selling Shareholders and inform the Share Escrow Agent and the Selling Shareholders with a copy to the Lead Managers of the issuance of such Corporate Action Requisition, by a notice in writing in the format provided in Part (B) of Schedule D VII along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue notice of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit of such Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under the Applicable Law. Equity Any Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold including unsold Offered Shares to the Allottees as described above, and but other than Equity Offered Shares remaining to the credit of in the Escrow Demat Account on account of failure to credit Equity Sharesto such Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will shall be released and credited back to the respective relevant Selling Shareholder Shareholders’ Demat Accounts, as the case may be (subject to rounding off) Accounts within one one (1) Working Day of Day, or such later time period as agreed by the Selling Shareholders on the completion of transfer of the Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for the purpose of in this Clause 5.2regard, with (i) the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to from the Escrow Demat Account by such and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchanges, the monies received for the Sold Shares, subject to deduction of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the accounts of the Selling Shareholder pursuant Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to Clause 3.1the Offer. 5.3 In the event of an occurrence of any a failure of the following events Offer determined in accordance with the Cash Escrow and Sponsor Bank Agreement or such other event as may be agreed upon by the Company, the Selling Shareholders and the Lead Managers in writing (an “Event of Failure”), and the Event of Failure is prior to the transfer of final Sold Shares to the Allottees, the Company shall immediately issue a notice in writing to the Share Escrow Agent (with a copy to the Selling Shareholders and not later than the Lead Managers), in a form as set out in Schedule VIII (the “Share Escrow Failure Notice”). 5.4 Upon the occurrence of an Event of Failure, any of the Selling Shareholders may opt to issue a Share Escrow Failure Notice to the Share Escrow Agent, the Lead Managers and the Company in a form as set out in Schedule IX (“Selling Shareholder’s Share Escrow Failure Notice”), in case the Company fails to issue the Share Escrow Failure Notice pursuant to Section 5.3 within a period of one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Offered Shares back to the Selling Shareholders’ Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause Section 5.2 of this Agreement. 5.4 5.5 Upon receipt of the Share Escrow Failure Notice, Notice or Selling Shareholder’s Share Escrow Failure Notice prior to thetransfer the transfer of the Sold Shares to the respective demat accounts of the Allottees: : (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of Day, or such later time period as agreed by the Selling Shareholders upon receipt by the Share Escrow Agent of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice pursuant to Clause Section 5.3 or Section 5.4 of this Agreement, as applicable, provided however that, in case the proceeds of the Offer are lying in the Escrow Account or the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective relevant Selling Shareholder Shareholders’ Demat Accounts simultaneously with the refund of such the proceeds of the Offer to the Bidders investors by the Company and each of the Selling Shareholders. 5.5 5.6 Upon receipt of the Share Escrow Failure Notice, Notice or Selling Shareholder’s Share Escrow Failure Notice on account of an Event of Failure after the transfer of the Sold Shares to the Allottees, but prior to receipt of the final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Lead Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as may be required, shall, subject to the case may beApplicable Law, issue an instruction to the Depositories (with a copy to the Lead Managers) in the format specified in Schedule X (the “Debit Instruction”), and the Share Escrow Agent shall take such appropriate steps for debit the reversal of the credit of the transferred Sold Shares from the respective demat accounts of that have been allotted to the Allottees and credit such Equity Shares constituting the Sold Shares back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Depositories, as applicable. Immediately upon the credit of any Sold Equity Shares into the Escrow Demat AccountAccount under Section 5.6, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Shareholders’ Demat AccountsAccounts within one (1) Working Day. For purposes of this Clause Section 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Shareholders’ Demat Account Accounts of the Selling Shareholders shall not exceed or be less than the respective number of Offered Shares originally credited to the Escrow Demat Account by such Selling ShareholderShareholders. 5.7 The Share Escrow Agent shall will ensure and the Company shall provide all necessary assistance, as may be reasonably required required, to ensure (in whatsoever manner possible) that the respective Selling Shareholder Demat Accounts are credited with the respective portions each of the Selling Shareholders receive their respective Offered Shares that each Selling Shareholder is entitled to, in accordance with Section 5.2 and Section 5.5 or Section 5.6 of this Clause 5Agreement, upon occurrence of an Event of Failureas the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders Shareholders, the Registrar to the Offer and the Lead Managers. (iib) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors approving the Allotment, provide a written confirmation to the Selling Shareholders (with a copy to the Company, the Registrar to the Offer and the Lead Managers) in a form as set out in Part (A) of Schedule VI, that the Board of Directors and the Designated Stock Exchange has approved the Allotment. (c) The Company shall (with a copy to the Lead Managers) (ai) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the Sold such Offered Shares to the demat accounts of the Allottees pursuant in relation to the Offer Offer; and (bii) intimate each of the Selling Shareholders and inform the Share Escrow Agent and the Selling Shareholders with a copy to the Lead Managers of the issuance of such Corporate Action Requisition, by a notice in writing in the format provided in Part (B) of Schedule D VI along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue notice of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit of such Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under the Applicable Law. Equity Any Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold including unsold Offered Shares to the Allottees as described above, and but other than Equity Offered Shares remaining to the credit of in the Escrow Demat Account on account of failure to credit Equity Sharesto such Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will shall be released and credited back to the respective relevant Selling Shareholder Shareholders’ Demat Accounts, as the case may be (subject to rounding off) Accounts within one one (1) Working Day of Day, or such later time period as agreed by the Selling Shareholders on the completion of transfer of the Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for the purpose of in this Clause 5.2regard, with (i) the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to from the Escrow Demat Account by such and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchanges, the monies received for the Sold Shares, subject to deduction of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the accounts of the Selling Shareholder pursuant Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to Clause 3.1the Offer. 5.3 In the event of an occurrence of any a failure of the following events Offer determined in accordance with the Cash Escrow and Sponsor Bank Agreement or such other event as may be agreed upon by the Company, the Selling Shareholders and the Lead Managers in writing (an “Event of Failure”), and the Event of Failure is prior to the transfer of final Sold Shares to the Allottees, the Company shall immediately issue a notice in writing to the Share Escrow Agent (with a copy to the Selling Shareholders and not later than the Lead Managers), in a form as set out in Schedule VII (the “Share Escrow Failure Notice”). 5.4 Upon the occurrence of an Event of Failure, any of the Selling Shareholders may opt to issue a Share Escrow Failure Notice to the Share Escrow Agent, the Lead Managers and the Company in a form as set out in Schedule VIII (“Selling Shareholder’s Share Escrow Failure Notice”), in case the Company fails to issue the Share Escrow Failure Notice pursuant to Section 5.3 within a period of one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Offered Shares back to the Selling Shareholders’ Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause Section 5.2 of this Agreement. 5.4 5.5 Upon receipt of the Share Escrow Failure Notice, Notice or Selling Shareholder’s Share Escrow Failure Notice prior to thetransfer the transfer of the Sold Shares to the respective demat accounts of the Allottees: : (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Shareholders’ Demat Accounts within one (1) Working Day of Day, or such later time period as agreed by the Selling Shareholders upon receipt by the Share Escrow Agent of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice pursuant to Clause Section 5.3 or Section 5.4 of this Agreement, as applicable, provided however that, in case the proceeds of the Offer are lying in the Escrow Account or the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective relevant Selling Shareholder Shareholders’ Demat Accounts simultaneously with the refund of such the proceeds of the Offer to the Bidders investors by the Company and each of the Selling Shareholders. 5.5 5.6 Upon receipt of the Share Escrow Failure Notice, Notice or Selling Shareholder’s Share Escrow Failure Notice on account of an Event of Failure after the transfer of the Sold Shares to the Allottees, but prior to receipt of the final listing and trading approvals fromthe from the Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Lead Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as may be required, shall, subject to the case may beApplicable Law, issue an instruction to the Depositories (with a copy to the Lead Managers) in the format specified in Schedule IX (the “Debit Instruction”), and the Share Escrow Agent shall take such appropriate steps for debit the reversal of the credit of the transferred Sold Shares from the respective demat accounts of that have been allotted to the Allottees and credit such Equity Shares constituting the Sold Shares back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice or Selling Shareholder’s Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Depositories, as applicable. Immediately upon the credit of any Sold Equity Shares into the Escrow Demat AccountAccount under Section 5.6, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Shareholders’ Demat AccountsAccounts within one (1) Working Day. For purposes of this Clause Section 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Shareholders’ Demat Account Accounts of the Selling Shareholders shall not exceed or be less than the respective number of Offered Shares originally credited to the Escrow Demat Account by such Selling ShareholderShareholders. 5.7 The Share Escrow Agent shall will ensure and the Company shall provide all necessary assistance, as may be reasonably required required, to ensure (in whatsoever manner possible) that the respective Selling Shareholder Demat Accounts are credited with the respective portions each of the Selling Shareholders receive their respective Offered Shares that each Selling Shareholder is entitled to, in accordance with Section 5.2 and Section 5.5 or Section 5.6 of this Clause 5Agreement, upon occurrence of an Event of Failureas the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company Company, acting through the IPO Committee, (with a copy to each of the Selling Shareholders and the Lead Managers) shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company Company, acting through the IPO Committee, shall (with a copy to the Lead Managers) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Share Escrow Agent and the Depositories, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent (with a copy to the Lead Managers) in the format provided in Schedule D E along with a copy of the Corporate Action Requisition.Requisition by a notice in writing. The Company shall issue instructions, in writing, to the Share Escrow Agent for the crediting of the Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer with a copy to each of the Selling Shareholders and the Book Running Lead Managers, in the format provided in Schedule E. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respectsaccordance with Clause 5.1(ii) hereof, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. The Share Escrow Agent shall intimate Company, each of the Selling Shareholders and the Lead Managers of the completion of the actions started herein, in the format set forth herein as Schedule E1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each of the Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Clauses 3.1 and 3. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, Allotment to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall Agent (with a copy to the Managers) (a) issue Selling Shareholders and the Corporate Action Requisition (BRLMs). The Company shall inform the Selling Shareholders, the Share Escrow Agent and the BRLMs in writing in the format provided in Schedule C along with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) Corporate Action Requisition issued to the Depositories, Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. (b) The Company shall issue instructions, in writing, to the Depositories and the Share Escrow Agent for the crediting of the Final Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of with a copy to the Selling Shareholders and the Share Escrow Agent BRLMs, in the format provided in Schedule D along with a copy of the Corporate Action Requisition.D. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the respective Selling Shareholder’s Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in accordance with Applicable Lawthe format set forth herein as Schedule D-1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each the respective Selling Shareholder Shareholders shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Clauses 3.1 and 3. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the IPO Committee or the Board of Directors or Directors, as the IPO Committeecase may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers.BRLMs. Confirmation of receipt of such confirmation shall be provided by the Share Escrow Agent in the format provided in Annexure K; and (ii) The Company shall (with a copy to the Managers) BRLMs and the Selling Shareholders) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate inform each of the Selling Shareholders and the Share Escrow Agent (with a copy to the BRLMs) by a notice in writing in the format provided in Schedule D Annexure G along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of Offer and instructions for the Corporate Action Requisition from the Company in accordance with Clause 5.1 hereof, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited are transferred back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) to the Selling Shareholders Demat Account, within one one (1) Working Day after credit of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees, in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in the format set forth herein as Schedule I. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Final Offered Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Final Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of any 3.1 and credit of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing same to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) ; and the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number listing of the Offered Equity Shares as were deposited by each Selling Shareholder standing on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes, the credit of monies received for the Escrow Demat Sold Shares will be transferred from the Public Offer Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by Shareholders as per the Share Escrow Agent terms of the Share Cash Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account and Sponsor Bank Agreement executed in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. ‌ 5.1 On the Closing Date: (i) The Company (with a copy to the Promoter Selling Shareholders and the Lead Managers) shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Promoter Selling Shareholders and the Lead Managers. (ii) The Company shall (with a copy to the Lead Managers) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the DepositoriesDepositories and the Share Escrow Agent, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Promoter Selling Shareholders and the Share Escrow Agent of the issuance of such Corporate Action Requisition in the format provided in Schedule D E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company in accordance with Clause 5.1(ii) hereof and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Offered Shares) will be released and credited back to the respective Promoter Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Promoter Selling Shareholders and the Lead Managers of the completion of the actions started herein, in the format set forth herein as Schedule E1. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Offered Shares of each Promoter Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Promoter Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Promoter Selling Shareholder pursuant to Clause 3.13.1 and credit of the same to accounts of the Allottees; and the listing of the Equity Shares on the Stock Exchanges, subject to deduction of Offer expenses and other applicable taxes, the monies received for the Sold Shares will be transferred from Public Offer Account to the respective Promoter Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be in accordance with the Offer Documents. 5.3 In the event of an occurrence of failure of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Promoter Selling Shareholders and to each of the Lead Managers, in a form as set out in Schedule E F (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing). Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.two

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On or about the Closing Date: (i) i. The Company shall provide a certified copy of the resolution of the Board of Directors or and/or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the ManagersBRLMs. ii. The Share Escrow Agent shall upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee approving the Allotment, provide a written confirmation to the Selling Shareholders (ii) with a copy to the Company and the BRLMs), that the Board of Directors or the IPO Committee and the Designated Stock Exchange has approved the Allotment. iii. The Company shall (with a copy to the ManagersBRLMs) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee Committee, as the case maybe, thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the such Sold Shares to the demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of the Selling Shareholders and inform the Share Escrow Agent and the Selling Shareholders by a notice in writing in the format provided in Schedule D along with a copy of the Corporate Action RequisitionRequisition Form. 5.2 Upon receipt of the intimation notice of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity , and (ii) the release and credit to the Selling Shareholder Demat Account of any remaining unsold Offered Shares, i.e., Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity the Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto such Offered Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of the Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for The Share Escrow Agent shall intimate each of the purpose of this Clause 5.2Company, the debit Selling Shareholders and the BRLMs of the respective Sold Shares completion of each Selling Shareholder shallthe actions stated herein, subject to rounding off, be in the same proportion (between the Selling Shareholders) format set forth herein as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Schedule D1. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure by issuing a notice in writing to the Share Escrow Agent, each of Agent (with a copy to the Selling Shareholders and to each of the ManagersBRLMs), in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure NoticeNotice indicating that the Event of Failure has occurred, prior to thetransfer the transfer of the Sold Shares to the respective demat accounts of the Allottees,: (i) the Share Escrow Agent shall not transfer credit any Offered Shares to any Allottee or any Person person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each the Selling Shareholder Shareholders and were standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts Account within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this AgreementNotice, provided however that, in case the proceeds of the Offer are lying in the Escrow Account(s) or in case Bid Amounts have been transferred to the Public Offer Account Account(s) in relation to the Offer, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously Account with the Sold Shares simultaneously upon receiving intimation of refund of such proceeds of the Offer to the Bidders by subject to Applicable Laws and procedures, along with the Company bank statements showing no balance in the Escrow Demat Account and each of the Selling ShareholdersPublic Offer Account. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow AgentAgent and the Company, in consultation with the ManagersBRLMs, the Selling Shareholders, the SEBI, the Stock Exchanges and/or the Depositories, as the case may bebe required, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure NoticeNotice issue an instruction to the Depositories (with a copy to the Share Escrow Agent, upon instructions in writingthe BRLMs and the Selling Shareholders) to debit the Sold Shares that have been allotted to the Allottees and credit such Equity Shares constituting the Sold Shares to the Escrow Demat Account, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 . Immediately upon the credit of any the Sold Shares into the Escrow Demat AccountAccount under this Clause 5.5, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat AccountsAccount. For purposes of this Clause 5.65.5, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the Selling ShareholderShareholders. 5.7 5.6 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required required, to ensure that the Selling Shareholders receive the Offered Shares in accordance with Clauses 5.2, 5.4 or 5.5, as the case may be. The Share Escrow Agent shall undertake such actions, as may be required, so as to ensure that the Selling Shareholders receive its Offered Shares in accordance with Clauses 5.2, 5.4 and 5.5 of this Agreement, as applicable. 5.7 The Share Escrow Agent and the Company will ensure (in whatsoever manner possible) that each of the Selling Shareholders receives back their respective Selling Shareholder Demat Accounts are credited with the respective portions proportion of the Offered Shares that each Selling Shareholder is entitled to, in accordance with Clause 5 of this Clause 5, upon occurrence of an Event of FailureAgreement.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers.BRLMs. Confirmation of receipt of such approval shall be provided by the Share Escrow Agent in the format provided in Annexure F. (ii) The Company shall (with a copy to the Managers) BRLMs and each of the Selling Shareholders) (a) issue the Corporate Action Requisition along with the written instructions to the Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the respective demat accounts of the Allottees in relation to the Offer, in the format provided in Annexure FA, and (b) inform each of the Selling Shareholders and the Share Escrow Agent (with a copy to the BRLMs) by a notice in writing. The Share Escrow Agent shall inform the Company, each of the Selling Shareholders and the BRLMs in writing, of the credit of the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer in the format provided in Annexure J. (iii) The Share Escrow Agent shall, upon receipt of and relying upon a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) , provide a written confirmation to the Depositories, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D along (with a copy to the Company and the BRLMs), that the Board of Directors or the Corporate Action RequisitionIPO Committee and the Designated Stock Exchange has approved the Allotment. 5.2 Upon receipt of instructions as stated in Clause 5.2 (ii) from the intimation of the issue of Company and the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the respective demat accounts of the Allottees of such Final Sold Shares in relation to the Offer, in terms of the instructions and the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Unsold Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the respective demat accounts of the Allottees, despite having received the Corporate Action Requisition Allottees as mentioned in respect of such Equity Shares(i) will be released and credited above) are transferred back to the respective Selling Shareholder Demat AccountsAccount, as the case may be (subject to rounding off) within one one (1) Working Day after credit of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that that, for the purpose of purposes for this Clause 5.2, the debit of the respective Sold Unsold Shares of each of the Selling Shareholder Shareholders from the Escrow Demat Account shall, subject to rounding off, (i) in case of under-subscription, will be in the order as stipulated in Schedule I of this Agreement; and (ii) in other cases, will be in the same proportion (between among the Selling Shareholders) as the Final Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In Upon the event occurrence of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.two

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO CommitteeCommittee of the Board of Directors, approving the Allotment, to the Selling Shareholder, the Share Escrow Agent, each of the Selling Shareholders Agent and the ManagersBRLMs. (ii) The Company shall (with a copy to the ManagersBRLMs) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the such Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of the Selling Shareholders and inform the Share Escrow Agent (with a copy to the BRLMs) and the Selling Shareholder by a notice in writing in the format provided in Schedule D along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation notice of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity , and (ii) the release and credit back to the Selling Shareholder Demat Account of any remaining unsold Offered Shares, i.e., Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity the Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto such Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) Working Day of the completion of transfer of the Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of any a failure of the following events Offer determined in accordance with the Cash Escrow and Sponsor Bank Agreement or such other event as may be agreed upon by the Company, the Selling Shareholder and the BRLMs in writing (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure issue a notice in writing to the Share Escrow Agent, each of Agent (with a copy to the Selling Shareholders Shareholder and to each of the ManagersBRLMs), in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall also indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 Section 5.5 or Section 5.6 of this Agreement. 5.4 Upon the occurrence of an Event of Failure, the Selling Shareholder may opt to issue a Share Escrow Failure Notice to the Share Escrow Agent, with a copy to the Company and the BRLMs in a form as set out in Schedule F (“Selling Shareholder’s Share Escrow Failure Notice”), in case the Company fails to issue the Share Escrow Failure Notice pursuant to Section 5.3 within a period of two (2) Working Days from the date of occurrence of such Event of Failure. 5.5 In the event of an occurrence of an Event of Failure prior to the transfer of the Sold Shares to the respective demat accounts of the Allottees, and upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer credit any Offered Shares to any Allottee or any Person person other than the respective Selling ShareholdersShareholder, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each the Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts Account within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreementor the Selling Shareholder’s Share Escrow Failure Notice, provided however that, in case the proceeds of the Offer are lying in the Escrow Account(s) or the Public Offer Account Account(s) in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts Account simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling ShareholdersShareholder in accordance with Applicable Law. 5.5 5.6 Upon receipt of the Share Escrow Failure Notice, Notice or the Selling Shareholder’s Share Escrow Failure Notice on account of an Event of Failure after the transfer of the Sold Shares to the Allottees, Allottees but prior to receipt of the final listing and trading approvals fromthe from the Stock Exchanges, the Company Share Escrow Agent and the Share Escrow AgentCompany, in consultation with the ManagersBRLMs, the Selling ShareholdersShareholder, the SEBI, the Stock Exchanges and/or the Depositories, as may be required, shall, subject to the case may beApplicable Law, shall take such appropriate steps for and issue an instruction to the reversal of Depositories (with a copy to the credit of BRLMs) to debit the transferred Sold Shares from the respective demat accounts of that have been allotted to the Allottees and credit back such Equity Shares constituting the Sold Shares back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule HAccount, in accordance with the order/direction/guidance of the SEBI/, Stock Exchanges/Depositories , Depositories, as applicable, and subject to Applicable Law. 5.6 in any event within one (1) Working Day from the date of receiving such instructions. Immediately upon the credit of any Sold Equity Shares into the Escrow Demat AccountAccount under this Section 5.6, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat AccountsAccount within one (1) Working Day. For purposes of this Clause Section 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the Selling Shareholder. 5.7 The Share Escrow Agent shall ensure ensure, and the Company shall provide all assistance, as may be reasonably required required, to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the receives its Offered Shares that each Selling Shareholder is entitled to, in accordance with Sections 5.2, 5.5 or 5.6, as the case may be. The Share Escrow Agent shall undertake such actions, as may be required, so as to ensure that the Selling Shareholder receives its Offered Shares in accordance with Sections 5.2, 5.5 and 5.6 of this Clause 5, upon occurrence of an Event of FailureAgreement.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or and/or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the ManagersBRLM. (iib) The Company shall inform the Selling Shareholders and the Share Escrow Agent (with a copy to the ManagersBRLM) (a) issue in writing of the issuance of the Corporate Action Requisition Form (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the demat accounts of the Allottees pursuant in relation to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D E along with a copy of the Corporate Action Requisition.Requisition Form. The Company shall issue instructions, in writing, to the Depositories and the Share Escrow Agent (with a copy to the Selling Shareholders and the BRLM) for the crediting of the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer, in the format provided in Schedule F. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company and after duly verifying that the Corporate Action Requisition is complete in all respectsForm, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition Form within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the respective Selling Shareholder Demat Accounts, any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. In this regard, it is further clarified that upon (i) debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the accounts of the Allottees, and (ii) on the receipt of listing and trading approval of the Equity Shares from the Stock Exchanges, the monies received from the Final Sold Shares, subject to deductions of Offer expenses and other applicable taxes, will be transferred from the Public Offer Account to the respective bank accounts of the Selling Shareholders, in accordance with the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. The Parties agree that in the event of under-subscription in the Offer, allocation of Bids towards the Fresh Issue and the Offered Shares shall be made in accordance with the Offer Documents. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to Selling Shareholders, and the Share Escrow Agent, each of Agent (with a copy to the Selling Shareholders and to each of the ManagersBRLM) in writing, in a the form as set out in Schedule E G (“Share Escrow Failure Notice”): ). Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of one (i1) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, Working Day from the date of the receipt occurrence of the final observations from SEBI on the Draft Red Xxxxxxx Prospectussuch Event of Failure, for any reason, whatsoever; (ii) the Company and/or each of the Selling Shareholders, in consultation severally and not jointly, shall be entitled to issue the Share Escrow Failure Notice (with the Managers, withdraw the Offer prior a copy to the execution Company, the BRLM and the Selling Shareholders, apart from the Selling Shareholder issuing the notice) in the form set out in Schedule H (“Selling Shareholder Share Escrow Failure Notice”). The Share Escrow Failure Notice or the Selling Shareholder Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Underwriting Agreement Offered Shares back to the respective Selling Shareholder Demat Accounts and also indicate if the Event of Failure has occurred before or after the Transfer of the Final Sold Shares to the Allottees in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;Clause 5.2 of this Agreement. (iiia) any event dueto due to which the processof Biddingor process of Bidding or the acceptanceof Bidscannot acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof mutually agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of 12 months from the date of issuance of final observations by SEBI on the filing of the Draft Red Xxxxxxx Prospectus with the RoCProspectus; (ivb) the RoC Filing does not occur on or prior to the Drop Dead Datefor Date for any reason; (vc) the Offer Agreement being terminated in accordance with its terms and conditions; (vid) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock ExchangesExchanges within the time period prescribed under Applicable Law or such other date as may be agreed upon by the Company, Selling Shareholders and the Book Running Lead Managers; (viie) the Offer becomes become illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viiif) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ixg) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Lead Managers, to withdraw and/or cancel and/or abandon the Offer in terms prior to the execution of the Underwriting Agreement in accordance with the Offer AgreementAgreement at any time including after the Bid/Offer Opening Date until the Closing Date; (xh) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR Securities Contracts (Regulation) Rules, 1957 not having been Allotted in the Offer; (xii) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filingfiling, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- non-compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiiij) such other event as may be mutually agreed in accordance with the Applicable Laws among upon by the Company, each of the Selling Shareholders Shareholders, and the Managers in writing. ProvidedLead Managers. 5.4 Upon receipt of a Share Escrow Failure Notice or a Selling Shareholder Share Escrow Failure Notice, furtheras the case may be, that upon indicating the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy prior to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Offered Shares to the demat accounts of the Allottees: , (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person person other than to the respective Selling ShareholdersShareholder Demat Accounts, and (ii) within one (1) Working Day of receipt of the Share Escrow Failure Notice or the Selling Shareholder Share Escrow Failure Notice, as the case may be pursuant to Clause 5.3, the Share Escrow Agent shall immediately release and credit back such number of the Offered Shares as were deposited by each Selling Shareholder (such credit shall be in the same proportion as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder), standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts, provided however, that in case of any application money lying in the Anchor Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account, the Share Escrow Agent shall debit the Escrow Demat Account and credit back the respective Selling Shareholder Demat Accounts simultaneously with the Final Sold Shares simultaneously upon receiving intimation of refund of such proceeds of the Offer moneys to the Bidders by the Company subject to Applicable Laws and each of the Selling Shareholdersprocedures. 5.5 Upon receipt receiving of a Share Escrow Failure Notice or the Selling Shareholder Share Escrow Failure Notice, as the case may be, indicating the occurrence of an Event of Failure after the transfer Transfer of the Final Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe of the Equity Shares on the Stock Exchanges, the Share Escrow Agent, the Company and the Share Escrow AgentSelling Shareholders, in consultation with the Managers, the Selling ShareholdersBRLM, SEBI, the Stock Exchanges and/or the Exchanges, Depositories, as the case may be, shall take such appropriate steps steps, for the reversal of the credit of the transferred Final Sold Shares Shares, from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 one (one1) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, Notice or the Selling Shareholder Share Escrow Failure Notice in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable LawDepositories. 5.6 Immediately upon the credit of any of the Final Sold Shares into the Escrow Demat AccountAccount in terms of Clause 5.5 of this Agreement, the Company shall shall, within one (1) Working Day, instruct the Share Escrow Agent (marking copy to the BRLM and the Selling Shareholders) to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For the purposes of this Clause 5.6, it is clarified that the total number of the Final Sold Shares credited to the Selling Shareholder Demat Account Accounts shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the respective Selling ShareholderShareholders, in accordance with the order / direction / guidance of SEBI / Stock Exchanges / Depositories and subject to Applicable Law. 5.7 The Share Escrow Agent shall will ensure and (in whatsoever manner possible) that the Selling Shareholders receive back their respective portion of the Offered Shares in accordance with Clause 5 of this Agreement. The Company shall provide all assistance, as may be reasonably required support and extend cooperation to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, Share Escrow Agent in accordance with this Clause 5, upon occurrence of an Event of Failureregard.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company (with a copy to the Selling Shareholders and the Book Running Lead Managers) shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall (with a copy to the Book Running Lead Managers) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the DepositoriesDepositories and the Share Escrow Agent, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Any Equity Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Offered Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of failure of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, to each of the Selling Shareholders and to each of the Book Running Lead Managers, in a form as set out in Schedule E clause 5.4 (in the event of an occurrence of an Event of Failure prior to the transfer of the Sold Shares to the demat accounts of the Allottees) or clause 5.5 (in the event of an occurrence of an Event of Failure after the transfer of the Sold Shares to the demat accounts of the Allottees) (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBICompany, from the date of Promoter Selling Shareholders and the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Promoter Group Selling ShareholdersShareholder, in consultation with the Book Running Lead Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iiiii) any event dueto due to which the processof Biddingor process of Bidding or the acceptanceof Bidscannot acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof thereof), including the Offer not opening on the Bid/Offer Opening Date or any other revised date agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iviii) the RoC Filing does not occur on or prior to the Drop Dead Datefor Date for any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (viiv) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from the Stock Exchanges; (viiv) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the OfferOffer such as refusal by a Stock Exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law; (viiivi) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is being less than 1,0001,000 (one thousand); (ixvii) the declaration of the intention of the Company Company, the Promoter Selling Shareholders and each of the Promoter Group Selling ShareholdersShareholder, in consultation with the Book Running Lead Managers, to withdraw and/or cancel and/or abandon the Offer at any time after the Bid/ Offer Opening Date and prior to the Closing Date, in terms of the Offer Agreementaccordance with Applicable Laws; (xviii) the requirement for allotment of the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR Securities Contracts (Regulation) Rules, 1957, as amended, is not having been Allotted in the Offerfulfilled; (xiix) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended by the Book Running Lead Managers, the Company and the Selling Shareholders, in terms of writing; or (x) the Offer Documents Underwriting Agreement (if executed), or the Offer Agreement or the Engagement Letter being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- non-compliant with Applicable Law Laws or, if it or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, statutory or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiiixi) such other event as may be mutually agreed in accordance with the Applicable Laws among upon by the Company, each of the Selling Shareholders and the Managers in writingBook Running Lead Managers. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 clause, within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form as set out in Schedule E J (with a copy to the Book Running Lead Managers) (“Selling Shareholder’s Share Escrow Failure Notice”). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt In the event of the Share Escrow an occurrence of an Event of Failure Notice, prior to thetransfer the transfer of the Sold Shares to the demat accounts of the Allottees, and upon receipt of the Share Escrow Failure Notice, in a form as set out in Schedule F or the Selling Shareholder’s Share Escrow Failure Notice: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling ShareholdersShareholder, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder (such credit shall be in the same proportion as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder) standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice as the case maybe pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are blocked in the ASBA accounts/ lying in the Escrow Account/the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the unblocking of the ASBA accounts, refund from Escrow Account to the Anchor Investors or refund of such proceeds of the Offer from the Refund Account to the Bidders by as per Applicable Law and the Company and each terms of the Selling ShareholdersEscrow and Sponsor Bank Agreement. 5.5 Upon receipt In the event of the Share Escrow an occurrence of an Event of Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe from the Stock Exchanges, and upon receipt of the Share Escrow Failure Notice, in the form as set out in Schedule G or the Selling Shareholder’s Share Escrow Failure Notice, the Company and the Share Escrow Agent, in consultation with the Selling Shareholders and the Book Running Lead Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure NoticeNotice or the Selling Shareholder’s Share Escrow Failure Notice as the case maybe, upon instructions in writing, in a form as set out in Schedule Hpursuant to Clause 5.3 of this Agreement, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable LawLaws, simultaneously with the refund of such proceeds of the Offer from the Refund Account to the Bidders in accordance with Applicable Law and the terms of the Escrow and Sponsor Bank Agreement. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or and/or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the ManagersBRLMs. (iib) The Company shall inform each of the Selling Shareholders and, the Share Escrow Agent (with a copy to the ManagersBRLMs) (a) issue in writing of the issuance of the Corporate Action Requisition Form (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the demat accounts of the Allottees pursuant in relation to the Offer and (b) intimate each of the Selling Shareholders and the Share Escrow Agent in the format provided in Schedule D E along with a copy of the Corporate Action Requisition.Requisition Form. The Company shall issue instructions, in writing, to the Depositories and the Share Escrow Agent (with a copy to the Selling Shareholders and the BRLMs) for the crediting of the Final Sold Shares to the respective demat accounts of the Allottees pursuant to the Offer, in the format provided in Schedule F. 5.2 Upon receipt of the intimation of the issue of the Corporate Action Requisition instructions, as stated in Clause 5.1(b) from the Company and after duly verifying that the Corporate Action Requisition Form is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition Form within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity Law and shall release and credit back to the relevant Selling Shareholder Demat Account, any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of transfer Transfer of Final Sold Shares to the demat accounts of the Allottees in accordance with Applicable LawAllottees. It is hereby clarified that for the purpose of this Clause 5.2, (a) the debit of the respective Sold Offered Shares of each the Selling Shareholders and/or (b) credit of Unsold Shares back to the respective Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder Shareholders pursuant to Clause 3.13.1 subject to the waterfall mechanism of allocation of bids in the Offer towards the Fresh Issue and the Offered Shares in accordance with the Offer Agreement and as disclosed in the section titled ‘Terms of the Offer – Minimum Subscription’ of the Red Xxxxxxx Prospectus. In this regard, it is further clarified that upon (i) debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the account of the Allottees, and (ii) on the receipt of listing and trading approval of the Equity Shares from the Stock Exchanges, the monies received from the Final Sold Shares, subject to deductions of Offer expenses (solely in respect of the respective portion of Final Sold Shares of a Selling Shareholder) and other applicable taxes, will be transferred from the Public Offer Account to the respective Selling Shareholders bank account, in accordance with the Cash Escrow and Sponsor Bank Agreement to be executed in relation to the Offer. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders Shareholders, and the Share Escrow Agent (with a copy to each of the ManagersBRLMs) in writing, in a the form as set out in Schedule E G (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing). Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders Shareholders, severally and not jointly, shall be entitled to issue the Share Escrow Failure Notice substantially (with a copy to the Company and the BRLMs) in the form set out in Schedule E H (with a copy to the Managers“Selling Shareholders Share Escrow Failure Notice”). The Share Escrow Failure Notice or the Selling Shareholders Share Escrow Failure Notice, as the case may be, shall also indicate the credit of the Offered Shares back to the respective Selling Shareholder Demat Accounts and also indicate if the Event of Failure has occurred beforeor afterthe transfer before or after the Transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. ‌ 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the IPO Committee of the Board of Directors or the IPO CommitteeBoard of Directors, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Lead Managers.. Confirmation of receipt of such confirmation shall be provided by the Share Escrow Agent in the format provided in Annexure K; and (ii) The Company shall (with a copy to the ManagersLead Managers and the Selling Shareholders) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of inform the Selling Shareholders and the Share Escrow Agent (with a copy to the Lead Managers) by a notice in writing in the format provided in Schedule D Annexure G along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of instructions and the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure:(i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited are transferred back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) to the Selling Shareholders Demat Account, within one one (1) Working Day after credit of the completion of transfer of Final Sold Shares to the demat accounts of the Allottees Allottees, in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the Lead Managers of the completion of the actions stated herein, in the format set forth herein as Schedule I with (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of the same to accounts of the Allottees; and (ii) the listing and commencement of trading of the Equity Shares on the Stock Exchanges; and the monies received for the Final Sold Shares will be transferred from the Public Offer Account to the Selling Shareholders as per the terms of the Cash Escrow and Sponsor Bank Agreement executed in relation to the Offer. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares unsold shares of each Selling Shareholder shall, subject to rounding offoff and Applicable Law, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Clauses 3.1 and 3. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO CommitteeCommittee of the Board of Directors, approving the Allotment, to the Selling Shareholders, the Share Escrow Agent, each of the Selling Shareholders Agent and the ManagersBRLMs. (ii) The Company shall (with a copy to the ManagersBRLMs) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Sold Shares from the Escrow Demat Account and credit the such Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate each of the Selling Shareholders and inform the Share Escrow Agent (with a copy to the BRLMs) and the Selling Shareholders by a notice in writing in the format provided in Schedule D along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation notice of the issue of the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and Prospectus, the Prospectus and as prescribed under Applicable Law. Equity , and (ii) the release and credit back to the Selling Shareholder Demat Account of any remaining unsold Offered Shares, i.e., Offered Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity the Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto such Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) Working Day of the completion of transfer of the Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2Further, the debit Share Escrow Agent shall intimate the Company and the Selling Shareholders of the respective Sold Shares completion of each Selling Shareholder shall, subject to rounding off, be the actions stated herein. The Parties agree that in the same proportion (between event of under-subscription in the Selling Shareholders) as Offer, allocation of Bids towards the Fresh Issue and the Offered Shares originally credited to shall be made in accordance with the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1Offer Documents. 5.3 In the event of an occurrence of any a failure of the following events Offer determined in accordance with the Cash Escrow and Sponsor Bank Agreement or such other event as may be agreed upon by the Company, the Selling Shareholders and the BRLMs in writing (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure issue a notice in writing to the Share Escrow Agent, each of Agent (with a copy to the Selling Shareholders and to each of the ManagersBRLMs), in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall also indicate if the Event of Failure has occurred beforeor afterthe before or after the transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 Section 5.5 or Section 5.6 of this Agreement. 5.4 Upon the occurrence of an Event of Failure, the Selling Shareholders may opt to issue a Share Escrow Failure Notice to the Share Escrow Agent, with a copy to the Company and the BRLMs in a form as set out in Schedule F (“Selling Shareholder’s Share Escrow Failure Notice”), in case the Company fails to issue the Share Escrow Failure Notice pursuant to Section 5.3 within a period of two (2) Working Days from the date of occurrence of such Event of Failure. 5.5 In the event of an occurrence of an Event of Failure prior to the transfer of the Sold Shares to the respective demat accounts of the Allottees, and upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer credit any Offered Shares to any Allottee or any Person person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each the Selling Shareholder Shareholders standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts Account within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreementor the Selling Shareholder’s Share Escrow Failure Notice, provided however that, in case the proceeds of the Offer are lying in the Escrow Account(s) or the Public Offer Account Account(s) in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts Account simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling ShareholdersShareholders in accordance with Applicable Law. 5.5 5.6 Upon receipt of the Share Escrow Failure Notice, Notice or the Selling Shareholder’s Share Escrow Failure Notice on account of an Event of Failure after the transfer of the Sold Shares to the Allottees, Allottees but prior to receipt of the final listing and trading approvals fromthe from the Stock Exchanges, the Company Share Escrow Agent and the Share Escrow AgentCompany, in consultation with the ManagersBRLMs, the Selling Shareholders, the SEBI, the Stock Exchanges and/or the Depositories, as may be required, shall, subject to the case may beApplicable Law, shall take such appropriate steps for and issue an instruction to the reversal of Depositories (with a copy to the credit of BRLMs) to debit the transferred Sold Shares from the respective demat accounts of that have been allotted to the Allottees and credit back such Equity Shares constituting the Sold Shares back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule HAccount, in accordance with the order/direction/guidance of the SEBI/, Stock Exchanges/Depositories , Depositories, as applicable, and subject to Applicable Law. 5.6 in any event within one (1) Working Day from the date of receiving such instructions. Immediately upon the credit of any Sold Equity Shares into the Escrow Demat AccountAccount under this Section 5.6, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Equity Shares constituting the Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat AccountsAccount within one (1) Working Day. For purposes of this Clause Section 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the Selling ShareholderShareholders. 5.7 The Share Escrow Agent shall ensure ensure, and the Company shall provide all assistance, as may be reasonably required required, to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Shareholders receive their Offered Shares that each Selling Shareholder is entitled to, in accordance with Sections 5.2, 5.5 or 5.6, as the case may be. The Share Escrow Agent shall undertake such actions, as may be required, so as to ensure that the Selling Shareholders receive their Offered Shares in accordance with Sections 5.2, 5.5 and 5.6 of this Clause 5, upon occurrence of an Event of FailureAgreement.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 5.1. On the Closing Date: (ia) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers. (ii) The Company shall Agent (with a copy to the ManagersSelling Shareholders and the BRLMs). (b) (a) The Company shall issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or of the IPO Committee thereof, approving the Allotment) to instructing the Depositories, Depositories and the Share Escrow Agent to debit the Final Sold Shares from the Escrow Demat Account and credit the Final Sold Shares to the demat accounts of the Allottees pursuant to the Offer (with a copy to the Selling Shareholders and (b) intimate the BRLMs), in the format provided in Schedule D. The Company shall inform each of the Selling Shareholders and the Share Escrow Agent of the issuance of the Corporate Action Requisition to the Depositories (with a copy to the BRLMs) in writing in the format provided in Schedule D C along with a copy of the Corporate Action RequisitionRequisition to the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit such Final Sold Shares to the demat accounts of the Allottees in relation to the Offer. 5.2 5.2. Upon receipt of the intimation of the issue of the Corporate Action Requisition Requisition, as stated in Clause 5.1(b) from the Company Company, and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure the debit of the Final Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such the Final Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Laws and shall release and credit back to the relevant Selling Shareholders’ Demat Account any Unsold Shares remaining to the credit of the Escrow Demat Account (after credit of the Sold Shares to the Allottees as described above, and other than Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one one (1) Working Day of the completion of the transfer of Final Sold Shares to the demat accounts of the Allottees Allottees. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in accordance with Applicable Law. the format set forth herein as Schedule F. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Unsold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between amongst the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder Shareholders pursuant to Clause 3.1Clauses 3.1 and 3.2. 5.3 5.3. In the event of an occurrence of any of the following events (an “Event of Failure”), the Company in consultation with the Selling Shareholders shall immediately and not later than one (1) Working Day day from the date of occurrence of such event, intimate the occurrence each of the Event of Failure in writing to the Share Escrow Agent, each of Agent and the Selling Shareholders and to each of the ManagersBRLMs in writing, in a form as the Share Escrow Failure Notice set out in Schedule E (“Share Escrow Failure Notice”): (i) ). The Share Escrow Failure Notice shall also indicate the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date credit of the receipt respective portion of the final observations from SEBI on Offered Shares back to the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the relevant Selling Shareholders, in consultation with ’ Demat Accounts and also indicate if the Managers, withdraw Event of Failure has occurred before or after the Offer prior transfer of the Final Sold Shares to the execution of the Underwriting Agreement Allottees in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;Clause 5.2 of this Agreement. (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing5.4. Provided, further, that upon Upon the occurrence of an Event of Failure, if the Company fails to issue the notice Share Escrow Failure Notice pursuant to this Clause 5.3 the Selling Shareholders may themselves (through their authorized signatories or a power of attorney holder), severally and not jointly, within a period of 1 one (one1) Working Day from the date of occurrence of such an Event of Failure, each of the Selling Shareholders shall be entitled opt to issue the a Share Escrow Failure Notice substantially to the Share Escrow Agent, the BRLMs and the Company in the a form as set out in Schedule E E1 (with a copy to the Managers“Selling Shareholder’s Share Escrow Failure Notice”). The Share Escrow Failure Notice Notice, or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be, shall indicate if whether the Event of Failure has occurred beforeor afterthe before or after the transfer of the Final Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement5.2. 5.4 5.5. Upon receipt of the a Share Escrow Failure Notice, Notice or the Selling Shareholder’s Share Escrow Failure Notice indicating that the Event of Failure has occurred prior to thetransfer the transfer of the Final Sold Shares to the demat accounts Allottees in terms of the Allottees: Clause 5.2, (i) the Share Escrow Agent shall not transfer Transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) within one (1) Working Day of receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice as the case may be, the Share Escrow Agent shall immediately release and credit such number back the respective portion of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account immediately to the respective Selling Shareholder Shareholders’ Demat Accounts, provided however, that in case of any application money lying in the Escrow Account (in terms of the Cash Escrow and Sponsor Bank Agreement) or in case Bid Amounts have been transferred to the Public Offer Account, the Share Escrow Agent shall debit the Escrow Demat Account and credit the respective Selling Shareholders’ Demat Accounts with the Offered Shares after receiving confirmation of completion of refund of such moneys by the Company, along with the bank statements showing no balance in the Escrow Account and the Public Offer Account subject to Applicable Laws. 5.6. Upon receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Share Escrow Failure Notice, as the case may be and in the event of an occurrence of an Event of Failure after the Transfer of the Final Sold Shares to the Allottees, but prior to listing and trading of the Equity Shares on the Stock Exchanges, the Share Escrow Agent, the Company and the Selling Shareholders, in consultation with the BRLMs, SEBI, Stock Exchanges and the Depositories, as the case may be, shall take such appropriate steps for reversal of credit of such Equity Shares constituting the Final Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within one (1) Working Day from the date of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant or the Selling Shareholder’s Share Escrow Failure Notice, in accordance with the order / direction / guidance of SEBI / Stock Exchanges / Depositories and subject to Applicable Laws. 5.7. Immediately upon the credit of the Final Sold Shares into the Escrow Demat Account in terms of Clause 5.3 5.6 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, Company shall instruct the Share Escrow Agent shall credit back to, and the Share Escrow Agent shall, transfer all such Equity Shares constituting the Final Sold Shares from the Escrow Demat Account in the equivalent respective portions of the Offered Shares immediately to the respective Selling Shareholder Shareholders’ Demat Accounts within two (2) Working Days from the receipt of the Share Escrow Failure Notice or the Selling Shareholder’s Escrow Failure Notice, as the case may be, simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For the purposes of this Clause 5.65.7, it is clarified that the total number of the Final Sold Shares credited to the respective Selling Shareholder Shareholders’ Demat Account Accounts shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such the Selling ShareholderShareholders. 5.7 The 5.8. Upon the occurrence of an Event of Failure, the Share Escrow Agent shall will ensure (in whatsoever manner possible) and the Company shall provide all assistance, as may be reasonably required required, to ensure that each of the Selling Shareholders receive back their respective Selling Shareholder Demat Accounts are credited with the respective portions portion of the Offered Shares that each Selling Shareholder is entitled toincluding the Final Sold Shares credited back to the Escrow Demat Account, in accordance with this Clause 55 above, upon occurrence of an Event of Failureas the case may be.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board IPO Committee of Directors or the IPO CommitteeBoard, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders and the Managers.BRLMs. Confirmation of receipt of such confirmation shall be provided by the Share Escrow Agent in the format provided in Annexure G; and (ii) The Company shall (with a copy to the Managers) BRLMs and the Selling Shareholders) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, approving the Allotment) to the Depositories, Share Escrow Agent and the Depositories to debit the Final Sold Shares from the Escrow Demat Account and credit the such Final Sold Shares to the respective demat accounts of the Allottees pursuant in relation to the Offer Offer, and (b) intimate inform each of the Selling Shareholders and the Share Escrow Agent (with a copy to the BRLMs) by a notice in writing in the format provided in Schedule D Annexure H along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of the intimation of the issue of instructions and the Corporate Action Requisition from the Company and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure ensure: (i) the debit of the Final Sold Shares from the Escrow Demat Account and credit of such Final Sold Shares to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus RHP and the Prospectus and as prescribed under Applicable Law. Equity , and (ii) that any Final Offered Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Final Sold Shares to the respective demat accounts of the Allottees as described mentioned in (i) above, and other than any Equity Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Shares to the accounts of the Allottees, Allottees despite having received the Corporate Action Requisition in respect of such Equity Shares) will be released and credited are transferred back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow ’ Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”)Accounts, the Company shall immediately and not later than within one (1) Working Day from the date of occurrence of such event, intimate the occurrence after credit of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Final Sold Shares to the demat accounts of the Allottees: , in accordance with Applicable Law. The Share Escrow Agent shall intimate each of the Company, the Selling Shareholders and the BRLMs of the completion of the actions stated herein, in the format set forth herein as Schedule I with (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number debit of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Final Sold Shares from the Escrow Demat Account and credit of the same to accounts of the Allottees; and (ii) the listing of the Equity Shares on the Stock Exchanges; and the monies received for the Final Sold Shares will be transferred from the Public Offer Account to the Selling Shareholder’s Demat Accounts of the respective Selling Shareholder Demat Accounts. For purposes Shareholders as per the terms of this Clause 5.6, it is clarified that the total number of Sold Shares credited Cash Escrow and Sponsor Bank Agreement executed in relation to the Selling Shareholder Demat Account shall not exceed or be less than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling ShareholderOffer. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.

OPERATION OF THE ESCROW DEMAT ACCOUNT. 5.1 On the Closing Date: (i) The Company shall provide a certified copy of the resolution of the Board of Directors or the IPO Committee, as the case may be, approving the Allotment, to the Share Escrow Agent, each of the Selling Shareholders Shareholder and the Book Running Lead Managers. (ii) The Company shall (with a copy to the ManagersBRLMs and the Selling Shareholder) (a) issue the Corporate Action Requisition (with a copy of the resolution of the Board of Directors or the IPO Committee thereof, as the case may be, approving the Allotment) to the DepositoriesDepositories and the Share Escrow Agent, to debit the Sold Shares from the Escrow Demat Account and credit the Sold Shares to the demat accounts of the Allottees pursuant to the Offer and (b) intimate each of the Selling Shareholders Shareholder and the Share Escrow Agent of the issuance of the Corporate Action Requisition in the format provided in Schedule D E along with a copy of the Corporate Action Requisition. 5.2 Upon receipt of instructions and the intimation of the issue of the Corporate Action Requisition from the Company in accordance with Clause 5.1 (ii) above and after duly verifying that the Corporate Action Requisition is complete in all respects, the Share Escrow Agent shall ensure (i) the debit of the Sold Shares from the Escrow Demat Account and credit to the respective demat accounts of the Allottees of such Sold Shares in relation to the Offer, in terms of the instructions and the Corporate Action Requisition within the time period as specified in the Red Xxxxxxx Prospectus and the Prospectus and as prescribed under Applicable Law. Equity Law and provide an intimation as set out under Schedule L upon completion of such transfer, to the Company, the Selling Shareholder and the Book Running Lead Managers; and (ii) that any Unsold Shares remaining to the credit of the Escrow Demat Account (after confirming the credit of the Sold Shares to the accounts of the Allottees as described in (i) above, and other than Equity Offered Shares remaining to the credit of the Escrow Demat Account on account of failure to credit Equity Sharesto Offered Shares to the accounts of the Allottees, despite having received the Corporate Action Requisition in respect of such Equity Shares) will be Offered Shares are released and credited back to the respective Selling Shareholder Demat Accounts, as the case may be (subject to rounding off) within one (1) Working Day of the completion of transfer of Sold Shares to the demat accounts of the Allottees in accordance with Applicable Law. It is hereby clarified that for the purpose of this Clause 5.2, the debit of the respective Sold Shares of each Selling Shareholder shall, subject to rounding off, be in the same proportion (between the Selling Shareholders) as the Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to Clause 3.1. 5.3 In the event of an occurrence of any of the following events (an “Event of Failure”), the Company shall immediately and not later than one (1) Working Day from the date of occurrence of such event, intimate the occurrence of the Event of Failure in writing to the Share Escrow Agent, each of the Selling Shareholders and to each of the Managers, in a form as set out in Schedule E (“Share Escrow Failure Notice”): (i) the Bid/ Offer Opening Date not taking place within 12 (twelve) months or or any other date as may be permitted by SEBI, from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever; (ii) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus; (iii) any event dueto which the processof Biddingor the acceptanceof Bidscannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red Xxxxxxx Prospectus with the RoC; (iv) the RoC Filing does not occur on or prior to the Drop Dead Datefor any reason; (v) the Offer Agreement being terminated in accordance with its terms and conditions; (vi) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (vii) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (viii) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (ix) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (x) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (xi) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non- compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; (xii) atleast 75% of the Offer not being allotted to QIBs; or (xiii) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. Provided, further, that upon the occurrence of an Event of Failure, if the Company fails to issue the notice pursuant to this Clause 5.3 within a period of 1 (one) Working Day from the date of occurrence of such Event of Failure, each of the Selling Shareholders shall be entitled to issue the Share Escrow Failure Notice substantially in the form set out in Schedule E (with a copy to the Managers). The Share Escrow Failure Notice shall indicate if the Event of Failure has occurred beforeor afterthe transfer of the Sold Shares to the Allottees in accordance with Clause 5.2 of this Agreement. 5.4 Upon receipt of the Share Escrow Failure Notice, prior to thetransfer of the Sold Shares to the demat accounts of the Allottees: (i) the Share Escrow Agent shall not transfer any Offered Shares to any Allottee or any Person other than the respective Selling Shareholders, and (ii) the Share Escrow Agent shall immediately credit such number of the Offered Shares as were deposited by each Selling Shareholder standing to the credit of the Escrow Demat Account to the respective Selling Shareholder Demat Accounts within one (1) Working Day of receipt by the Share Escrow Agent of the Share Escrow Failure Notice pursuant to Clause 5.3 of this Agreement, provided however that, in case the proceeds of the Offer are lying in the Public Offer Account in relation to the Offer, the Share Escrow Agent shall credit back the respective Offered Shares immediately to the respective Selling Shareholder Demat Accounts simultaneously with the refund of such proceeds of the Offer to the Bidders by the Company and each of the Selling Shareholders. 5.5 Upon receipt of the Share Escrow Failure Notice, after the transfer of the Sold Shares to the Allottees, but prior to receipt of final listing and trading approvals fromthe Stock Exchanges, the Company and the Share Escrow Agent, in consultation with the Managers, the Selling Shareholders, SEBI, the Stock Exchanges and/or the Depositories, as the case may be, shall take such appropriate steps for the reversal of the credit of the transferred Sold Shares from the respective demat accounts of the Allottees back to the Escrow Demat Account within 1 (one) Working Day from the date of receipt of the Share Escrow Failure Notice, upon instructions in writing, in a form as set out in Schedule H, in accordance with the order/direction/guidance of SEBI/Stock Exchanges/Depositories and subject to Applicable Law. 5.6 Immediately upon the credit of any Sold Shares into the Escrow Demat Account, the Company shall instruct the Share Escrow Agent to, and the Share Escrow Agent shall immediately transfer all such Sold Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Accounts. For purposes of this Clause 5.6, it is clarified that the total number of Sold Shares credited to the Selling Shareholder Demat Account shall not exceed or be less immediately and no later than the number of Offered Shares originally credited to the Escrow Demat Account by such Selling Shareholder. 5.7 The Share Escrow Agent shall ensure and the Company shall provide all assistance, as may be reasonably required to ensure that the respective Selling Shareholder Demat Accounts are credited with the respective portions of the Offered Shares that each Selling Shareholder is entitled to, in accordance with this Clause 5, upon occurrence of an Event of Failure.three