Common use of Pre-Closing Actions Clause in Contracts

Pre-Closing Actions. 3.4.1. At least 2 (two) Business Days prior to Closing Date the following actions shall be undertaken by the Acquirer (“Pre-Closing Actions”): (a) the Acquirer / merchant bankers to the IPO (“Bankers”), shall have received and delivered to the Sellers written final observations received from the Securities and Exchange Board of India (“SEBI”) on the draft red xxxxxxx prospectus in relation to the IPO (“Final Observations”) and the fresh issue portion of such IPO shall consist of a minimum size of INR 900,00,00,000 (Rupees Nine Hundred Crore only) (including Pre-IPO) (“Minimum IPO Size”); (b) the Sellers shall have received a written communication of the Bankers confirming indicative expected demand based on the marketing activities for at least the Minimum IPO Size, and the nature/ category of the institutional investors who are prospective investors in the IPO; (c) the Sellers shall have received a certified true copy of the minutes of the meeting of the Board and/or IPO committee taking on record the IPO terms including as mentioned in limb (a) and (b) above, in the formats as stipulated under SCHEDULE 23; (d) the Acquirer shall have, based on communication from the Bankers, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version of the updated draft red xxxxxxx prospectus, setting out the details in relation to the IPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this Agreement; (e) the Acquirer shall have shared with the Sellers the irrevocable consents in writing from relevant shareholders of the Acquirer agreeing to the proposed price band of the IPO prior to the filing of the updated red xxxxxxx prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as amended on September 30, 2021 and further amended on or about the date of this Agreement; (f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Shares of the Acquirer; and (g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; (ii) in accordance with the Income Tax Act, 1961 and the Income Tax Rules, 1962; and (iii) in accordance with the FEMA and the FDI Policy (wherever required) (“Valuation Certificate”), and a copy of the Valuation Certificate shall have been provided to the Sellers. 3.4.2. It is hereby agreed and acknowledged that the Sellers shall use commercially reasonable efforts in good faith to procure that Duet Pune divests its entire shareholding in Duet JKM prior to the Closing Date. Provided that if such divestment is not achieved prior to Closing Date, then the Parties shall mutually agree to a mechanism for divesting the shareholding in Duet JKM post the Closing Date along with a mechanism for ensuring that the entire proceeds from such divestment are transferred to the Sellers in priority to any of the shareholders of the Acquirer. For clarity, no consideration has been or shall be ascribed to Duet JKM and the Sellers have not and shall not provide any representations, warranties or indemnities in relation to Duet JKM, including in case of a failure of the Sellers to divest their shareholding in Duet JKM. Further, the Sellers undertake, in addition, that any entitlement of the Sellers to receive the sale proceeds above shall be net of any Loss or liability incurred by the Acquirer and/or its subsidiaries and any Tax liability (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Acquirer and/or its subsidiaries associated with the transfer of Duet JKM, including any Tax liability arising on account of any capital gains tax on the proceeds received, or gains or profits made. 3.4.3. The Acquirer and each Seller hereby acknowledges and agrees that each such Party shall in good faith undertake all actions required for the listing of the Acquirer’s Securities pursuant to the IPO, including: (a) the provision by the Sellers of all such information as may be required by the Acquirer in respect of the Target Companies and Target Group Subsidiary, for or in connection with the IPO; and (b) the performance (or procuring the performance of) all acts and things, and executing and delivering (or procuring the execution and delivery of) such documents pertaining to the Target Companies and the Target Group Subsidiary as may be required under Applicable Law and in connection with the listing of the Acquirer’s Securities pursuant to the IPO. 3.4.4. Notwithstanding anything to the contrary in this Agreement but without prejudice to Clause 3.4.6 below, the Sellers may, any time at its sole discretion, waive one or more of the Pre-Closing Actions (unless such Pre-Closing Actions is required to be satisfied under Applicable Laws), in whole or in part, by giving notice in writing to the Acquirer. 3.4.5. Upon completion of each of the Pre-Closing Actions (unless waived by the Sellers in accordance with Clause 3.4.4), the Acquirer shall issue a written confirmation substantially in the form attached as SCHEDULE 8 to the Sellers. 3.4.6. Each Party shall take all such actions as may be necessary or reasonably requested by the other Parties to ensure that the Share Subscription Closing and the Share Transfer Closing occurs on the Closing Date. 3.4.7. The Acquirer shall have, at least 2 (two) Business Days prior to the Closing Date, procured and delivered to the Sellers a consent from Xxxxxx Investments (Singapore) Pte. Ltd. consenting to the transactions contemplated under the Transaction Documents pursuant to the debenture trust deed dated March 10, 2021 executed by and between the Acquirer and Vistra (ITCL) India Limited. 3.4.8. Each Seller shall have procured and delivered to the Acquirer a draft report for the purposes of Section 281 of the Income Tax Act, including screenshots of the TRACES portal and the portal on the income tax website relevant to each Seller, from an Accountancy Firm, providing the status of pending tax proceedings and outstanding tax demands against the relevant Seller under the Income Tax Act, if any. no less than 7 (seven) Business Day prior to the Closing Date. 3.4.9. Each Seller shall have, at least 7 (seven) Business Days prior to the Closing Date, procured and delivered a capital gain / loss computation and an opinion from a Accountancy Firm on a reliance basis and in the form and manner acceptable to the Acquirer determining the tax amount, if any, that is to be withheld on the transactions of sale of the Sale Securities and that there is no risk of the Acquirer being a representative assessee with respect to the tax on the transaction of sale of the Sale Securities.

Pre-Closing Actions. 3.4.1. At least 2 (two) Business Days On the Closing Date, immediately prior to Closing Date the Merger Effective Time, the following actions shall take place or be undertaken by effected (in the Acquirer (“Pre-Closing Actions”order set forth in): (a) The amended and restated memorandum and articles of association of the Acquirer / merchant bankers to Company substantially in the IPO form of Exhibit D attached hereto (the “Bankers”), shall have received and delivered to the Sellers written final observations received from the Securities and Exchange Board of India (“SEBIA&R Company Charter”) on the draft red xxxxxxx prospectus in relation to the IPO (“Final Observations”) shall be adopted and the fresh issue portion of such IPO shall consist of a minimum size of INR 900,00,00,000 (Rupees Nine Hundred Crore only) (including Pre-IPO) (“Minimum IPO Size”);become effective. (b) Immediately prior to the Sellers shall have received a written communication Recapitalization, the authorized share capital of the Bankers confirming indicative expected demand based on Company shall be re-designated as (A) 3,000,000,000 shares of Company Class A ordinary shares of a par value of US$0.00001 each (each, a “Company Class A Ordinary Share”), (B) 1,000,000,000 shares of Company Class B ordinary shares of a par value of US$0.00001 each (each, a “Company Class B Ordinary Share,” and together with the marketing activities for at least Company Class A Ordinary Shares, the Minimum IPO Size“Company Ordinary Shares”), and (C) 1,000,000,000 shares of such class or classes (however designated) as the nature/ category Company Board may determine, from time to time, of a par value of US$0.00001 each in accordance with the A&R Company’s Governing Documents (the “Re-designation”), such that the authorized share capital of the institutional investors who are prospective investors in the IPO;Company shall be US$50,000. (c) Immediately following the Sellers Re-designation, each issued Company Ordinary Share shall have received be recapitalized by way of a certified true copy repurchase in exchange for the issuance of such number of Company Ordinary Shares equal to the Recapitalization Factor (i.e., one such Company Ordinary Share multiplied by the Recapitalization Factor) (the “Recapitalization,” together with the adoption of the minutes A&R Company Charter and the Re-designation, the “Company Capital Restructuring”); provided that no fraction of a Company Ordinary Share will be issued by virtue of the meeting Recapitalization, and the Company Shareholder that would otherwise be so entitled to a fraction of a Company Ordinary Share (after aggregating all fractional Company Ordinary Shares that otherwise would be received by the Board and/or IPO committee taking on record the IPO terms including as mentioned in limb (aCompany Shareholder) and (b) above, in the formats as stipulated under SCHEDULE 23; (d) the Acquirer shall have, based on communication from the Bankers, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version instead be entitled to receive such number of the updated draft red xxxxxxx prospectus, setting out the details in relation to the IPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this Agreement; (e) the Acquirer shall have shared with the Sellers the irrevocable consents in writing from relevant shareholders of the Acquirer agreeing to the proposed price band of the IPO prior to the filing of the updated red xxxxxxx prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as amended on September 30, 2021 and further amended on or about the date of this Agreement; (f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Company Ordinary Shares of the Acquirer; and (g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; (ii) in accordance with the Income Tax Act, 1961 and the Income Tax Rules, 1962; and (iii) in accordance with the FEMA and the FDI Policy (wherever required) (“Valuation Certificate”), and a copy of the Valuation Certificate shall have been provided to the Sellers. 3.4.2Section 4.8. It is hereby agreed and acknowledged that the Sellers shall use commercially reasonable efforts in good faith to procure that Duet Pune divests its entire shareholding in Duet JKM prior to the Closing Date. Provided that if such divestment is not achieved prior to Closing Date, then the Parties shall mutually agree to a mechanism for divesting the shareholding in Duet JKM post the Closing Date along with a mechanism for ensuring that the entire proceeds from such divestment are transferred to the Sellers in priority to any of the shareholders of the Acquirer. For clarity, no consideration has been or The Recapitalization Factor shall be ascribed adjusted to Duet JKM and reflect appropriately the Sellers have not and shall not provide any representations, warranties or indemnities in relation to Duet JKM, including in case of a failure of the Sellers to divest their shareholding in Duet JKM. Further, the Sellers undertake, in addition, that any entitlement of the Sellers to receive the sale proceeds above shall be net effect of any Loss share subdivision, capitalization, share dividend or liability incurred by share distribution, reorganization, recapitalization, reclassification, consolidation, exchange of shares or other like change (in each case, other than the Acquirer and/or its subsidiaries Company Capital Restructuring) with respect to Company Ordinary Shares occurring on or after the date hereof and any Tax liability (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Acquirer and/or its subsidiaries associated with the transfer of Duet JKM, including any Tax liability arising on account of any capital gains tax on the proceeds received, or gains or profits made. 3.4.3. The Acquirer and each Seller hereby acknowledges and agrees that each such Party shall in good faith undertake all actions required for the listing of the Acquirer’s Securities pursuant to the IPO, including: (a) the provision by the Sellers of all such information as may be required by the Acquirer in respect of the Target Companies and Target Group Subsidiary, for or in connection with the IPO; and (b) the performance (or procuring the performance of) all acts and things, and executing and delivering (or procuring the execution and delivery of) such documents pertaining to the Target Companies and the Target Group Subsidiary as may be required under Applicable Law and in connection with the listing of the Acquirer’s Securities pursuant to the IPO. 3.4.4. Notwithstanding anything to the contrary in this Agreement but without prejudice to Clause 3.4.6 below, the Sellers may, any time at its sole discretion, waive one or more of the Pre-Closing Actions (unless such Pre-Closing Actions is required to be satisfied under Applicable Laws), in whole or in part, by giving notice in writing to the Acquirer. 3.4.5. Upon completion of each of the Pre-Closing Actions (unless waived by the Sellers in accordance with Clause 3.4.4), the Acquirer shall issue a written confirmation substantially in the form attached as SCHEDULE 8 to the Sellers. 3.4.6. Each Party shall take all such actions as may be necessary or reasonably requested by the other Parties to ensure that the Share Subscription Closing and the Share Transfer Closing occurs on the Closing Date. 3.4.7. The Acquirer shall have, at least 2 (two) Business Days prior to the Closing Date, procured and delivered to the Sellers a consent from Xxxxxx Investments (Singapore) Pte. Ltd. consenting to the transactions contemplated under the Transaction Documents pursuant to the debenture trust deed dated March 10, 2021 executed by and between the Acquirer and Vistra (ITCL) India Limited. 3.4.8. Each Seller shall have procured and delivered to the Acquirer a draft report for the purposes of Section 281 of the Income Tax Act, including screenshots of the TRACES portal and the portal on the income tax website relevant to each Seller, from an Accountancy Firm, providing the status of pending tax proceedings and outstanding tax demands against the relevant Seller under the Income Tax Act, if any. no less than 7 (seven) Business Day prior to the Closing Date. 3.4.9. Each Seller shall have, at least 7 (seven) Business Days prior to the Closing Date, procured and delivered a capital gain / loss computation and an opinion from a Accountancy Firm on a reliance basis and in the form and manner acceptable to the Acquirer determining the tax amount, if any, that is to be withheld on the transactions of sale of the Sale Securities and that there is no risk of the Acquirer being a representative assessee with respect to the tax on the transaction of sale of the Sale Securities.

Pre-Closing Actions. 3.4.1. At least 2 No later than the third (two3rd) Business Days Day prior to the Closing Date the following actions shall be undertaken by the Acquirer (“Pre-Closing Actions”):except as provided in clause (a)(iii) below), (a) the Acquirer / merchant bankers Company shall deliver to Parent: (i) final drafts of one or more customary payoff letters (the “Payoff Letters”) in each case, setting forth the Indebtedness Payoff Amount and providing for the discharge and termination of the Specified Funded Indebtedness (and the termination of all guarantees and liens in connection therewith relating to the IPO (“Bankers”), shall have received and delivered to assets of the Sellers written final observations received from the Securities and Exchange Board of India (“SEBI”) on the draft red xxxxxxx prospectus in relation to the IPO (“Final Observations”) Company and the fresh issue portion Company Subsidiaries) upon payment of such IPO shall consist of a minimum size of INR 900,00,00,000 (Rupees Nine Hundred Crore only) (including Pre-IPO) (“Minimum IPO Size”)the Indebtedness Payoff Amount; (bii) the Sellers shall have received a duly executed written communication resignations (or other evidence of removal), effective as of the Bankers confirming indicative expected demand based on Closing, of each of the marketing activities for at least officers of the Minimum IPO Size, Company and the nature/ category Company Subsidiaries and each of the institutional investors who are prospective investors in the IPO; (c) the Sellers shall have received a certified true copy members of the minutes boards of directors and boards of managers of the meeting of Company and the Board and/or IPO committee taking on record the IPO terms including as mentioned in limb (a) and (b) aboveCompany Subsidiaries, in each case, (A) that are employees of American Securities LLC or its Affiliates (other than the formats as stipulated under SCHEDULE 23; (d) the Acquirer shall have, based on communication from the Bankers, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version of the updated draft red xxxxxxx prospectus, setting out the details in relation to the IPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this Agreement; (e) the Acquirer shall have shared with the Sellers the irrevocable consents in writing from relevant shareholders of the Acquirer agreeing to the proposed price band of the IPO prior to the filing of the updated red xxxxxxx prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as amended on September 30, 2021 and further amended on or about the date of this Agreement; (f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Shares of the Acquirer; and (g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; (ii) in accordance with the Income Tax Act, 1961 Company and the Income Tax Rules, 1962; and Company Subsidiaries) or (iiiB) in accordance with the FEMA and the FDI Policy (wherever required) (“Valuation Certificate”), and a copy of the Valuation Certificate shall that have been provided requested to the Sellers. 3.4.2. It is hereby agreed and acknowledged that the Sellers shall use commercially reasonable efforts in good faith to procure that Duet Pune divests its entire shareholding in Duet JKM prior to the Closing Date. Provided that if such divestment is not achieved prior to Closing Date, then the Parties shall mutually agree to a mechanism for divesting the shareholding in Duet JKM post the Closing Date along with a mechanism for ensuring that the entire proceeds from such divestment are transferred to the Sellers in priority to any of the shareholders of the Acquirer. For clarity, no consideration has been or shall be ascribed to Duet JKM and the Sellers have not and shall not provide any representations, warranties or indemnities in relation to Duet JKM, including in case of a failure of the Sellers to divest their shareholding in Duet JKM. Further, the Sellers undertake, in addition, that any entitlement of the Sellers to receive the sale proceeds above shall be net of any Loss or liability incurred resign by the Acquirer and/or its subsidiaries and any Tax liability (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Acquirer and/or its subsidiaries associated with the transfer of Duet JKM, including any Tax liability arising on account of any capital gains tax on the proceeds received, or gains or profits made. 3.4.3. The Acquirer and each Seller hereby acknowledges and agrees that each such Party shall in good faith undertake all actions required for the listing of the Acquirer’s Securities pursuant to the IPO, including: (a) the provision by the Sellers of all such information as may be required by the Acquirer in respect of the Target Companies and Target Group Subsidiary, for or in connection with the IPO; and (b) the performance (or procuring the performance of) all acts and things, and executing and delivering (or procuring the execution and delivery of) such documents pertaining to the Target Companies and the Target Group Subsidiary as may be required under Applicable Law and in connection with the listing of the Acquirer’s Securities pursuant to the IPO. 3.4.4. Notwithstanding anything to the contrary in this Agreement but without prejudice to Clause 3.4.6 below, the Sellers may, any time at its sole discretion, waive one or more of the Pre-Closing Actions (unless such Pre-Closing Actions is required to be satisfied under Applicable Laws), in whole or in part, by giving notice Parent in writing to the Acquirer. 3.4.5. Upon completion of each of the Pre-Closing Actions (unless waived by the Sellers in accordance with Clause 3.4.4), the Acquirer shall issue a written confirmation substantially in the form attached as SCHEDULE 8 to the Sellers. 3.4.6. Each Party shall take all such actions as may be necessary or reasonably requested by the other Parties to ensure that the Share Subscription Closing and the Share Transfer Closing occurs on the Closing Date. 3.4.7. The Acquirer shall have, Company at least 2 seven (two7) Business Days prior to the Closing Date, procured and delivered to the Sellers a consent from Xxxxxx Investments ; (Singaporeiii) Pte. Ltd. consenting to the transactions contemplated under the Transaction Documents pursuant to the debenture trust deed dated March 10, 2021 executed by and between the Acquirer and Vistra (ITCL) India Limited. 3.4.8. Each Seller shall have procured and delivered to the Acquirer a draft report for the purposes of Section 281 of the Income Tax Act, including screenshots of the TRACES portal and the portal on the income tax website relevant to each Seller, from an Accountancy Firm, providing the status of pending tax proceedings and outstanding tax demands against the relevant Seller under the Income Tax Act, if any. no less later than 7 (seven) Business Day prior to the Closing Date. 3.4.9. Each Seller shall have, at least 7 (seven) Business Days prior to the Closing Date, procured a duly completed and executed certificate by the Company complying with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h) dated as of the Closing Date and that is reasonably satisfactory to the Parent, certifying that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code, together with a notice addressed to the IRS, signed by the Company, that satisfies the requirements of Treasury Regulations Section 1.897-2(h)(2) and that is satisfactory to the Parent to be submitted to the IRS; and (iv) a properly completed and duly executed true, correct, valid, and complete IRS Form W-9 (and any other form appropriate to establish exemption from withholding) executed by each Equityholder who delivers a Letter of Transmittal at Closing that is a “U.S. person” for U.S. federal income tax purposes indicating that such person is not subject to backup withholding (which may be delivered in connection with such Letter of Transmittal (if applicable)) and a capital gain / loss computation properly completed and an opinion duly executed, true, correct, value and complete applicable IRS Form W-8 (and any other form appropriate to establish exemption from withholding) executed by each Equityholder who delivers a Accountancy Firm on Letter of Transmittal at Closing that is not a reliance basis “U.S. person” for U.S. federal income tax purposes (which may be delivered in connection with such Letter of Transmittal (if applicable)); provided that, notwithstanding anything to the contrary contained herein, the only remedy for failure to deliver a form pursuant to Section 3.2(a)(iii) or this Section 3.2(a)(iv) shall be withholding as and to the extent provided for in Section 2.5 hereof; and (b) the Stockholders’ Representative shall deliver, or cause to be delivered, to Parent: (i) a statement (the “Estimated Closing Statement”) setting forth Stockholders’ Representative’s good faith estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Adjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Net Working Capital as of the Adjustment Time (“Estimated Net Working Capital”) and (iv) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and Company Subsidiaries in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with the Agreement or any of the Transaction Documents or other changes arising from or resulting as a consequence of the transactions contemplated hereby. All amounts included in the form and manner acceptable Estimated Closing Statement shall be expressed in United States dollars. Amounts in other currencies shall be converted into United States dollars by using the Exchange Rates. The Estimated Closing Statement shall not include any additional provision or accrual or increase in any existing provision or accrual included in the Last Balance Sheet except to the Acquirer extent new facts or events have arisen on or before the Adjustment Time that, applying the same management judgment, policies and procedures, would justify such a provision, accrual or increase. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the tax amountEstimated Purchase Price in this Section 3.2(b); and (ii) a schedule (the “Distribution Schedule”) setting forth, if any, that is to be withheld on the transactions as of sale of the Sale Securities and that there is no risk of the Acquirer being a representative assessee with respect immediately prior to the tax on Effective Time, (i) a list of each Equityholder, (ii) the transaction number of sale Shares owned by each Stockholder (including any Dissenting Shares), (iii) the net number of Shares issuable upon the Sale Securitiesexercise of all Eligible Options (assuming a “cashless” exercise thereof) held by each holder of Eligible Options as of immediately prior to the Effective Time, (iv) the aggregate Closing Date Per Share Consideration payable to each Stockholder at Closing, (v) the aggregate Closing Date Option Consideration payable to each holder of Eligible Options at Closing and (vi) each Equityholder’s Pro Rata Percentage.

Pre-Closing Actions. 3.4.1. At least 2 (two) Business Days On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date the following actions shall be undertaken by the Acquirer (“Pre-Closing Actions”):Date: (a) Seller and the Acquirer / merchant bankers Company shall convert the Company from a corporation organized under the laws of the State of Delaware to a limited liability company organized under the IPO laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL (the “BankersConversion”), shall have received and delivered to the Sellers written final observations received from the Securities and Exchange Board of India (“SEBI”) on the draft red xxxxxxx prospectus in relation to the IPO (“Final Observations”) and the fresh issue portion as a result of such IPO shall consist Conversion all of a minimum size of INR 900,00,00,000 the Company Shares will be converted into membership interests in the Company (Rupees Nine Hundred Crore only) (including Pre-IPO) (the “Minimum IPO SizeCompany Membership Interests”); (b) Purchaser shall advance funds to the Sellers Company in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall have received a written communication repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Bankers confirming indicative expected demand based on Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the marketing activities for at least the Minimum IPO Size, and the nature/ category of the institutional investors who are prospective investors in the IPOapplicable provisions thereunder; (c) Following the Sellers Conversion and immediately prior to the Closing, the Company shall have received transfer, assign and convey the Transferred Land to Land LLC via a certified true copy of quitclaim deed in exchange for membership interests in Land LLC (the minutes of “Land Membership Interests”), and the meeting of Company shall lease the Board and/or IPO committee taking on record Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the IPO “Land Lease”) containing arm’s length market terms including as mentioned in limb (a) and (b) above, which shall be substantially in the formats as stipulated under SCHEDULE 23form of Exhibit B hereto (the “Land Distribution”); (d) Following the Acquirer steps in Section 2.1(c) the Company shall have, based on communication from distribute the Bankers, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version of the updated draft red xxxxxxx prospectus, setting out the details in relation Land Memberships Interests to the IPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this AgreementSeller as a dividend; (e) The Company shall pay to Seller the Acquirer shall have shared with Excess Cash Dividend, as well as the Sellers the irrevocable consents in writing from relevant shareholders sum of the Acquirer agreeing to the proposed price band of the IPO prior to the filing of the updated red xxxxxxx prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as amended on September 30, 2021 and further amended on or about the date of this Agreement; (f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Shares of the Acquirer; and (g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; (ii) in accordance with the Income Tax Act, 1961 Historical Intercompany Amount and the Income Tax RulesIntercompany Amount, 1962; and (iii) in accordance with the FEMA and the FDI Policy (wherever required) (“Valuation Certificate”), and a copy by wire transfer of the Valuation Certificate shall have been provided immediately available funds to the Sellers. 3.4.2. It is hereby agreed and acknowledged that the Sellers shall use commercially reasonable efforts in good faith to procure that Duet Pune divests its entire shareholding in Duet JKM prior to the Closing Date. Provided that if such divestment is not achieved prior to Closing Date, then the Parties shall mutually agree to a mechanism for divesting the shareholding in Duet JKM post the Closing Date along with a mechanism for ensuring that the entire proceeds from such divestment are transferred to the Sellers in priority to any of the shareholders of the Acquirer. For clarity, no consideration has been or an account designated by Seller as shall be ascribed set forth in a schedule delivered by Seller to Duet JKM and the Sellers have Purchaser not and shall not provide any representations, warranties or indemnities in relation to Duet JKM, including in case of a failure of the Sellers to divest their shareholding in Duet JKM. Further, the Sellers undertake, in addition, that any entitlement of the Sellers to receive the sale proceeds above shall be net of any Loss or liability incurred by the Acquirer and/or its subsidiaries and any Tax liability less than three (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Acquirer and/or its subsidiaries associated with the transfer of Duet JKM, including any Tax liability arising on account of any capital gains tax on the proceeds received, or gains or profits made. 3.4.3. The Acquirer and each Seller hereby acknowledges and agrees that each such Party shall in good faith undertake all actions required for the listing of the Acquirer’s Securities pursuant to the IPO, including: (a) the provision by the Sellers of all such information as may be required by the Acquirer in respect of the Target Companies and Target Group Subsidiary, for or in connection with the IPO; and (b) the performance (or procuring the performance of) all acts and things, and executing and delivering (or procuring the execution and delivery of) such documents pertaining to the Target Companies and the Target Group Subsidiary as may be required under Applicable Law and in connection with the listing of the Acquirer’s Securities pursuant to the IPO. 3.4.4. Notwithstanding anything to the contrary in this Agreement but without prejudice to Clause 3.4.6 below, the Sellers may, any time at its sole discretion, waive one or more of the Pre-Closing Actions (unless such Pre-Closing Actions is required to be satisfied under Applicable Laws), in whole or in part, by giving notice in writing to the Acquirer. 3.4.5. Upon completion of each of the Pre-Closing Actions (unless waived by the Sellers in accordance with Clause 3.4.4), the Acquirer shall issue a written confirmation substantially in the form attached as SCHEDULE 8 to the Sellers. 3.4.6. Each Party shall take all such actions as may be necessary or reasonably requested by the other Parties to ensure that the Share Subscription Closing and the Share Transfer Closing occurs on the Closing Date. 3.4.7. The Acquirer shall have, at least 2 (two3) Business Days prior to the Closing Date, procured and delivered ; and (f) Seller shall pay to the Sellers a consent from Xxxxxx Investments (Singapore) Pte. Ltd. consenting to the transactions contemplated under the Company all Company Transaction Documents pursuant to the debenture trust deed dated March 10, 2021 executed by and between the Acquirer and Vistra (ITCL) India Limited. 3.4.8. Each Seller shall have procured and delivered to the Acquirer a draft report for the purposes Costs incurred as of Section 281 of the Income Tax Act, including screenshots of the TRACES portal and the portal on the income tax website relevant to each Seller, from an Accountancy Firm, providing the status of pending tax proceedings and outstanding tax demands against the relevant Seller under the Income Tax Act, if any. no less than 7 (seven) Business Day prior to the Closing Date. 3.4.9. Each Seller shall have, at least 7 (seven) Business Days prior to the Closing Date, procured and delivered a capital gain / loss computation and an opinion from a Accountancy Firm on a reliance basis and in the form and manner acceptable if not calculable Seller shall pay them to the Acquirer determining the tax amount, if any, that is to be withheld on the transactions of sale of the Sale Securities Company when finally determined and that there is no risk of the Acquirer being a representative assessee with respect to the tax on the transaction of sale of the Sale Securitiesinvoiced.

Pre-Closing Actions. 3.4.1. At least 2 (two) Business Days prior to Closing Date the following actions shall be undertaken by the Acquirer (“Pre-Closing Actions”): (a) the Acquirer / merchant bankers to the IPO (“Bankers”), shall have received and delivered to the Sellers written final observations received from the Securities and Exchange Board of India (“SEBI”) on the draft red xxxxxxx prospectus in relation to the IPO (“Final Observations”) and the fresh issue portion of such IPO shall consist of a minimum size of INR 900,00,00,000 (Rupees Nine Hundred Crore only) (including Pre-IPO) (“Minimum IPO Size”); (b) the Sellers shall have received a written communication of the Bankers confirming indicative expected demand based on the marketing activities for at least the Minimum IPO Size, and the nature/ category of the institutional investors who are prospective investors in the IPO; (c) the Sellers shall have received a certified true copy of the minutes of the meeting of the Board and/or IPO committee taking on record the IPO terms including as mentioned in limb (a) and (b) above, in the formats as stipulated under SCHEDULE 23; (d) the Acquirer shall have, based on communication from the Bankers, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version of the updated draft red xxxxxxx prospectus, setting out the details in relation to the IPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this Agreement; (e) the Acquirer shall have shared with the Sellers the irrevocable consents in writing from relevant shareholders of the Acquirer agreeing to the proposed price band of the IPO prior to the filing of the updated red xxxxxxx prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as amended on September 30, 2021 and further amended on or about the date of this Agreement; (f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Shares of the Acquirer; and (g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; (ii) in accordance with the Income Tax Act, 1961 and the Income Tax Rules, 1962; and (iii) in accordance with the FEMA and the FDI Policy (wherever required) (“Valuation Certificate”), and a copy of the Valuation Certificate shall have been provided to the Sellers. 3.4.2. It is hereby agreed and acknowledged that the Sellers shall use commercially reasonable efforts in good faith to procure that Duet Pune divests its entire shareholding in Duet JKM prior to the Closing Date. Provided that if such divestment is not achieved prior to Closing Date, then the Parties shall mutually agree to a mechanism for divesting the shareholding in Duet JKM post the Closing Date along with a mechanism for ensuring that the entire proceeds from such divestment are transferred to the Sellers in priority to any of the shareholders of the Acquirer. For clarity, no consideration has been or shall be ascribed to Duet JKM and the Sellers have not and shall not provide any representations, warranties or indemnities in relation to Duet JKM, including in case of a failure of the Sellers to divest their shareholding in Duet JKM. Further, the Sellers undertake, in addition, that any entitlement of the Sellers to receive the sale proceeds above shall be net of any Loss or liability incurred by the Acquirer and/or its subsidiaries and any Tax liability (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Acquirer and/or its subsidiaries associated with the transfer of Duet JKM, including any Tax liability arising on account of any capital gains tax on the proceeds received, or gains or profits made. 3.4.3. The Acquirer and each Seller hereby acknowledges and agrees that each such Party shall in good faith undertake all actions required for the listing of the Acquirer’s Securities pursuant to the IPO, including: (a) the provision by the Sellers of all such information as may be required by the Acquirer in respect of the Target Companies and Target Group Subsidiary, for or in connection with the IPO; and (b) the performance (or procuring the performance of) all acts and things, and executing and delivering (or procuring the execution and delivery of) such documents pertaining to the Target Companies and the Target Group Subsidiary as may be required under Applicable Law and in connection with the listing of the Acquirer’s Securities pursuant to the IPO. 3.4.4. Notwithstanding anything to the contrary in this Agreement but without prejudice to Clause 3.4.6 below, the Sellers may, any time at its sole discretion, waive one or more of the Pre-Closing Actions (unless such Pre-Closing Actions is required to be satisfied under Applicable Laws), in whole or in part, by giving notice in writing to the Acquirer. 3.4.5. Upon completion of each of the Pre-Closing Actions (unless waived by the Sellers in accordance with Clause 3.4.4), the Acquirer shall issue a written confirmation substantially in the form attached as SCHEDULE 8 to the Sellers. 3.4.6. Each Party shall take all such actions as may be necessary or reasonably requested by the other Parties to ensure that the Share Subscription Closing and the Share Transfer Closing occurs on the Closing Date. 3.4.7. The Acquirer shall have, at least 2 (two) No later than three Business Days prior to the Closing DateClosing, procured the Stock Subscription Agreement shall be executed by all signatories thereto. The parties hereto shall calculate (i) the product of 115 and delivered the total number of Holdings Shares to the Sellers a consent from Xxxxxx Investments (Singapore) Pte. Ltd. consenting to the transactions contemplated be issued under the Transaction Documents pursuant Stock Subscription Agreement in exchange for Company Shares, LPU's or cash, (ii) the total number of Holdings Shares to be subject to Roll-Over Options under the debenture trust deed dated March 10Stock Subscription Agreement (the "Total Roll-Over Option Shares"), 2021 executed (iii) the aggregate spread (equal to $86.25 multiplied by the Total Roll-Over Option Shares) (the "Aggregate Roll-Over Option Spread"), and between (iv) the Acquirer and Vistra (ITCL) India Limited. 3.4.8. Each Seller shall have procured and delivered to the Acquirer a draft report for the purposes of Section 281 net equity value of the Income Tax Act, including screenshots of Equity Units contributed to Holdings (equal to (i) plus (iii)) (the TRACES portal and the portal on the income tax website relevant to each Seller, from an Accountancy Firm, providing the status of pending tax proceedings and outstanding tax demands against the relevant Seller under the Income Tax Act, if any"Net Equity Value Rolled"). The Net Equity Value Rolled shall be no less than 7 (seven) Business Day prior to $201.4 million and no more than $231.4 million. To the Closing Dateextent the Net Equity Value Rolled exceeds $216.4 million, the Contribution Amount shall be reduced dollar for dollar by the amount of such difference. To the extent the Net Equity Value Rolled is less than $216.4 million, the Contribution Amount shall be increased dollar for dollar by the amount of such difference. 3.4.9. Each Seller shall have, at least 7 (sevenb) No later than 15 Business Days prior to the Closing DateClosing, procured (i) an Amended and delivered a capital gain / loss computation and an opinion from a Accountancy Firm on a reliance basis and Restated Certificate of Incorporation of Holdings, in the form agreed to by the HFCP Investors and manner acceptable the Company, the governance provisions of which shall reflect those set forth in Article V of the Stockholders' Agreement, shall have been filed as required by the NYBCL and shall have (c) Immediately prior to, or concurrently with, the Closing, (i) the parties shall take all steps necessary to adjust the Acquirer determining size of the tax amount, if any, that is Board of Directors of the Company to be withheld on the transactions of sale nine and elect as members of the Sale Securities and that there is no risk Board of Directors of the Acquirer being a representative assessee with respect to the tax on the transaction of sale Company each of the Sale Securitiesindividuals who are to be members of the Board of Directors of Holdings as of the Closing in accordance with the Stockholders' Agreement and (ii) all other individuals who are then members of the Company's Board shall resign as directors.

Pre-Closing Actions. 3.4.1. At least 2 (two) Business Days On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date the following actions shall be undertaken by the Acquirer (“Pre-Closing Actions”):Date: (a) Seller and the Acquirer / merchant bankers Company shall convert the Company from a corporation organized under the laws of the State of Delaware into a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the IPO Delaware Limited Liability Company Act and Section 266 of the DGCL (the “BankersConversion”), shall have received and delivered to the Sellers written final observations received from the Securities and Exchange Board of India (“SEBI”) on the draft red xxxxxxx prospectus in relation to the IPO (“Final Observations”) and the fresh issue portion as a result of such IPO shall consist Conversion all of a minimum size of INR 900,00,00,000 the Company Shares will be converted into membership interests in the Company (Rupees Nine Hundred Crore only) (including Pre-IPO) (the “Minimum IPO SizeCompany Membership Interests”); (b) the Sellers Company shall have received a written communication repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Bankers confirming indicative expected demand based on Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the marketing activities for applicable provisions thereunder; provided that, upon written notice delivered to Purchaser at least the Minimum IPO Size, and the nature/ category one (1) Business Day in advance of the institutional investors who are prospective investors Closing, Purchaser shall first advance funds to the Company in an amount sufficient to allow the IPOCompany to repay any amounts required to be paid pursuant to this Section 2.1(b) and to pay all amounts due to be paid by the Company pursuant to this Agreement to Persons other than Seller and its Affiliates; (c) Following the Sellers Conversion and immediately prior to the Closing, the Company shall have received transfer, assign and convey the Transferred Land to Land LLC via a certified true copy of quitclaim deed in exchange for membership interests in Land LLC (the minutes of “Land Membership Interests”), and the meeting of Company shall lease the Board and/or IPO committee taking on record Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the IPO “Land Lease”) containing arm’s length market terms including as mentioned in limb (a) and (b) above, which shall be substantially in the formats as stipulated under SCHEDULE 23form of Exhibit B hereto (the “Land Distribution”); (d) The Company shall pay the Acquirer shall haveHistorical Intercompany Amount and the Intercompany Amount by delivering to Seller a promissory note (the “Intercompany Note”), based on communication from in substantially the Bankersform of Exhibit E hereto, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version of the updated draft red xxxxxxx prospectus, setting out the details in relation a principal amount equal to the IPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this Agreement; (e) the Acquirer shall have shared with the Sellers the irrevocable consents in writing from relevant shareholders of the Acquirer agreeing to the proposed price band of the IPO prior to the filing of the updated red xxxxxxx prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as amended on September 30, 2021 and further amended on or about the date of this Agreement; (f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Shares of the Acquirer; and (g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; Historical Intercompany Amount plus (ii) the Intercompany Amount, which principal amount shall be set forth in accordance with the Income Tax Act, 1961 and the Income Tax Rules, 1962; and a schedule delivered by Seller to Purchaser at least one (iii1) in accordance with the FEMA and the FDI Policy (wherever required) (“Valuation Certificate”), and a copy of the Valuation Certificate shall have been provided to the Sellers. 3.4.2. It is hereby agreed and acknowledged that the Sellers shall use commercially reasonable efforts in good faith to procure that Duet Pune divests its entire shareholding in Duet JKM Business Day prior to the Closing Date. Provided that if such divestment is not achieved prior to Closing Date; and (e) Following the steps set forth in Sections 2.1(c) and 2.1(d), then the Parties Company shall mutually agree to a mechanism for divesting the shareholding in Duet JKM post the Closing Date along with a mechanism for ensuring that the entire proceeds from such divestment are transferred distribute to the Sellers in priority to any of the shareholders of the Acquirer. For clarity, no consideration has been or shall be ascribed to Duet JKM and the Sellers have not and shall not provide any representations, warranties or indemnities in relation to Duet JKM, including in case of Seller as a failure of the Sellers to divest their shareholding in Duet JKM. Further, the Sellers undertake, in addition, that any entitlement of the Sellers to receive the sale proceeds above shall be net of any Loss or liability incurred by the Acquirer and/or its subsidiaries and any Tax liability dividend (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Acquirer and/or its subsidiaries associated with the transfer of Duet JKM, including any Tax liability arising on account of any capital gains tax on the proceeds received, or gains or profits made. 3.4.3. The Acquirer and each Seller hereby acknowledges and agrees that each such Party shall in good faith undertake all actions required for the listing of the Acquirer’s Securities pursuant to the IPO, including: (ai) the provision by the Sellers of all such information as may be required by the Acquirer in respect of the Target Companies and Target Group Subsidiary, for or in connection with the IPO; Land Membership Interests and (bii) a promissory note (the performance (or procuring the performance of) all acts and things, and executing and delivering (or procuring the execution and delivery of) such documents pertaining to the Target Companies and the Target Group Subsidiary as may be required under Applicable Law and in connection with the listing of the Acquirer’s Securities pursuant to the IPO. 3.4.4. Notwithstanding anything to the contrary in this Agreement but without prejudice to Clause 3.4.6 below, the Sellers may, any time at its sole discretion, waive one or more of the Pre-Closing Actions (unless such Pre-Closing Actions is required to be satisfied under Applicable Laws“Excess Cash Dividend Note”), in whole or substantially the form of Exhibit F hereto, in part, by giving notice in writing a principal amount equal to the Acquirer. 3.4.5. Upon completion of each of the Pre-Closing Actions (unless waived Excess Cash Dividend Amount, which principal amount shall be set forth in a schedule delivered by the Sellers in accordance with Clause 3.4.4), the Acquirer shall issue a written confirmation substantially in the form attached as SCHEDULE 8 Seller to the Sellers. 3.4.6. Each Party shall take all such actions as may be necessary or reasonably requested by the other Parties to ensure that the Share Subscription Closing and the Share Transfer Closing occurs on the Closing Date. 3.4.7. The Acquirer shall have, Purchaser at least 2 one (two) Business Days prior to the Closing Date, procured and delivered to the Sellers a consent from Xxxxxx Investments (Singapore) Pte. Ltd. consenting to the transactions contemplated under the Transaction Documents pursuant to the debenture trust deed dated March 10, 2021 executed by and between the Acquirer and Vistra (ITCL) India Limited. 3.4.8. Each Seller shall have procured and delivered to the Acquirer a draft report for the purposes of Section 281 of the Income Tax Act, including screenshots of the TRACES portal and the portal on the income tax website relevant to each Seller, from an Accountancy Firm, providing the status of pending tax proceedings and outstanding tax demands against the relevant Seller under the Income Tax Act, if any. no less than 7 (seven1) Business Day prior to the Closing Date. 3.4.9. Each Seller shall have, at least 7 (seven) Business Days prior to the Closing Date, procured and delivered a capital gain / loss computation and an opinion from a Accountancy Firm on a reliance basis and in the form and manner acceptable to the Acquirer determining the tax amount, if any, that is to be withheld on the transactions of sale of the Sale Securities and that there is no risk of the Acquirer being a representative assessee with respect to the tax on the transaction of sale of the Sale Securities.”