Common use of Purchase Amount Clause in Contracts

Purchase Amount. 3.1. The Parties agree that the equity valuation of the Company is INR 64,91,94,65,000 (Six Thousand Four Hundred Ninety One Crores Ninety Four Lakhs Sixty Five Thousand). In accordance with and subject to the terms and conditions of this Agreement, the Purchaser shall and the Original Purchasers shall procure that the Purchaser shall pay to the Sellers, an aggregate amount equivalent to Sale Shares multiplied by the Per Sale Share Price (the Purchase Amount) (in the manner as set out in Schedule 1), net of the Withholding Tax Amounts, if applicable (as set out in the Final Tax Certificate) in respect of the relevant portion of the Purchase Amount payable to each of the Sellers (each such amount paid to the Sellers to be referred as the Net Purchase Amount) for the Sale Shares by depositing the Net Purchase Amount (i) for the ▇▇ ▇▇▇▇▇▇▇, in the accounts designated by the respective ▇▇ ▇▇▇▇▇▇▇ to the Purchaser; and (ii) for the Sellers (except the ▇▇ ▇▇▇▇▇▇▇), in the account mentioned in Clause 3.6 below. It is hereby clarified that, an amount equivalent to the Withholding Tax Amount (as set out in the Final Tax Certificate) shall be withheld from the Purchase Amount and shall be dealt with in accordance with Clause 3.5 below. 3.2. Each Seller hereby acknowledges that, from the Net Purchase Amount, certain payments shall be payable by such Seller (i) to Seller Advisors to the extent of 1.02% (One point Zero Two Percent) of the Purchase Amount; and additionally (ii) towards the payment of the costs, expenses and fees (except as set out in Clause 12.1 of this Agreement) incurred / to be incurred by the Sellers, in relation to the transactions contemplated under this Agreement and / or the Transaction Documents in a form and manner agreed between the Sellers. The Sellers further acknowledge that the payment of such amounts as mentioned in (i) and (ii) above is the sole obligation of the Sellers; and the Purchaser, or the Purchaser SPV or the Original Purchasers shall not be liable or obligated to pay any such amounts as mentioned in (i) and / or (ii) above. 3.3. In addition to Clause 3.2 above, certain Sellers agree to make payments to Mr. V ▇▇▇▇▇▇▇▇▇▇▇ which shall be in accordance with the terms of the profit sharing arrangement agreed between, inter-alia, such Sellers and Mr. V

Purchase Amount. 3.1. The Parties agree that the equity valuation of the Company is INR 64,91,94,65,000 (Six Thousand Four Hundred Ninety One Crores Ninety Four Lakhs Sixty Five Thousand). In accordance with and subject to the terms and conditions of this Agreement, the Purchaser shall and the Original Purchasers shall procure that the each Purchaser shall pay to the Sellers, an aggregate amount equivalent to Sale Shares multiplied by the Per Sale Share Price (Seller the Purchase Amount) (Amount in the manner as set out in Schedule 1)8, net of the Withholding Tax Amounts, if applicable withholding tax amount (as set out in the Final Tax Certificate) in respect of the relevant portion of the Purchase Amount payable to (each of such amounts payable by the Sellers (each such amount paid to the Sellers Purchaser to be referred as the Net Purchase Amount) for the Sale Shares Shares, by depositing the their respective Net Purchase Amount (i) for the ▇▇ ▇▇▇▇▇▇▇, in the accounts designated by the respective ▇▇ ▇▇▇▇▇▇▇ to the Purchaser; and (ii) for the Sellers (except the ▇▇ ▇▇▇▇▇▇▇), in the account mentioned in Clause 3.6 belowCash Escrow Account. It is hereby clarified that, an amount equivalent to the Withholding Tax Amount withholding tax amount (as set out in the Final Tax CertificateCertificate for each of the Purchasers) shall be withheld from the Purchase Amount and shall be dealt with in accordance with Clause 3.5 below. The Purchasers agree that the Seller would only be selling all (but not part) of the Sale Shares at Closing and would not be willing nor be expected under any circumstances to sell only a part of the Sale Shares. Accordingly, in the event one or more of the Purchaser(s) do not consummate the Closing under this Agreement and no other Purchaser(s) is willing to acquire such Sale Shares, the Seller shall not be obligated to sell part or proportionate Sale Shares to the remaining Purchasers. It is hereby clarified that if any Purchaser does not consummate the Closing under this Agreement, and any other Purchaser is willing to acquire such Sale Shares, the Seller shall be obligated to sell all (but not part) of the Sale Shares. 3.2. Each The Seller hereby acknowledges that, from upon receipt of a credit of the Net Total Purchase Amount, certain the Seller shall make payments shall be payable by such Seller (i) to the Seller Advisors to the extent of 1.02% (One point Zero Two Percent) of the Purchase Amount; and additionally (ii) towards . The Seller further acknowledges that the payment of the costs, expenses and fees (except as set out in Clause 12.1 of this Agreement) incurred / to be incurred by the Sellers, in relation to the transactions contemplated under this Agreement and / or the Transaction Documents in a form and manner agreed between the Sellers. The Sellers further acknowledge that the payment of such amounts as mentioned in (i) and (ii) above aforesaid amount is the sole obligation of the SellersSeller; and the Purchaser, or the Purchaser SPV or the Original Purchasers shall not be liable or obligated to pay any such amounts as mentioned in (i) and / or (ii) above. 3.3. In addition The Seller and the Purchasers shall enter into Escrow Agreements to Clause 3.2 abovegive effect to the arrangements contemplated under Schedule 7. Notwithstanding anything contained in this Agreement, certain Sellers agree to make payments to Mr. V ▇▇▇▇▇▇▇▇▇▇▇ which shall be it is hereby agreed between the Parties that, upon receipt of the Net Purchase Amount in the Cash Escrow Account in accordance with Schedule 7, the terms Purchasers shall be deemed to have fulfilled their obligation to pay their respective Net Purchase Amount as payable at Closing for the purchase of the profit sharing arrangement Sale Shares. It is hereby clarified that, in the event the Seller does not receive the Net Total Purchase Amount in its account outside India and/ or the Purchasers do not receive the Sale Shares in their dematerialized account designated by them, for any reason, within 5 (Five) Business Days from the Closing Date, then the transactions contemplated under the Clause 6.2 of this Agreement (Closing Actions) shall be reversed and (A) the Seller shall ensure that the Net Purchase Amount shall be credited to such account as may be designated by the Purchasers; and (B) the Purchasers shall ensure that the Sale Shares are credited to the dematerialized account designated by Seller. 3.4. It is hereby agreed betweenbetween the Parties that, inter-aliathe Per Sale Share Price payable to the Seller under this Agreement, and correspondingly, the Purchase Amount and the Net Total Purchase Amount shall be subject to change on account of the following: Per Sale Share Price shall be reduced to factor for transaction expenses incurred by the Company, in relation to the sale and purchase of the Transaction Shares contemplated under the Transaction Documents and the Restated Long Form SPA for the period prior to the date of execution of the Long Form SPA, irrespective of whether invoices for such Sellers transaction expenses are raised, or transaction expenses are paid, prior to or post the date of execution of the Long Form SPA. Transaction expenses paid by the Company in relation to the sale and Mr. Vpurchase of the Transaction Shares as contemplated under the Transaction Documents (other than expenses/ fees of the Seller Advisors) for the period after the date of execution of the Long Form SPA shall not be reduced from the Per Sale Share Price.

Purchase Amount. 3.1. The Parties agree that the equity valuation of the Company is INR 64,91,94,65,000 (Six Thousand Four Hundred Ninety One Crores Ninety Four Lakhs Sixty Five Thousand). 3.2. In accordance with and subject to the terms and conditions of this Agreement, the Purchaser relevant Purchasers shall and the each Original Purchasers Purchaser shall procure that the Purchaser shall Purchasers shall: (a) pay to the SellersSeller 1, an aggregate amount equivalent to Sale Shares multiplied by on the Per Sale Share Price (Closing Date, the Purchase Amount) (in the manner as set out in Schedule 1), net of the Withholding Tax Amounts, if applicable (as set out in the Final Tax Certificate) in respect of the relevant portion of the Seller 1 Purchase Amount payable to each of the Sellers (each such amount paid to the Sellers to be referred as the Net Purchase Amount) for the Sale Shares by depositing the Net Purchase Amount (i) for the ▇▇ ▇▇▇▇▇▇▇, in the accounts designated by the respective ▇▇ ▇▇▇▇▇▇▇ to the Purchaser; and (ii) for the Sellers (except the ▇▇ ▇▇▇▇▇▇▇), in the account mentioned in Clause 3.6 below. It is hereby clarified that, an amount equivalent to the Withholding Tax Amount (as set out in the Final Tax Certificate) shall be withheld from the Purchase Amount and shall be dealt with in accordance with Clause 3.5 belowof the Agreement. 3.2(b) pay to the Seller 2, on the Closing Date, the Seller 2 Purchase Amount in the accounts designated in accordance with Clause 3.5 of the Agreement. 3.3. Each Seller hereby acknowledges that, from the Net Closing Purchase Amount, certain payments shall be payable by such Seller (i) to the Seller Advisors to the extent of 1.02% (One point Zero Two Percent) of the Closing Purchase Amount; and additionally (ii) towards the payment of the costs, expenses and fees (except as set out in Clause 12.1 of this Agreement) incurred / to be incurred by the Sellers, in relation to the transactions contemplated under this Agreement and / or the Transaction Documents in a form and manner agreed between the Sellers. The Sellers further acknowledge that the payment of such amounts as mentioned in (i) and (ii) above is the sole obligation of the Sellers; and the PurchaserPurchasers, the Original Purchasers or the Purchaser SPV or the Original Purchasers shall not be liable or obligated to pay any such amounts as mentioned in (i) and / or (ii) aboveamounts. 3.33.4. In addition It is hereby agreed between the Parties that the Per Sale Share Price payable to Clause 3.2 aboveSellers under this Agreement, certain and correspondingly, the Closing Purchase Amount shall be subject to change in accordance with clause 5.9 of the Restated Long Form SPA and clause 6.2.1(c) of the Restated Long Form SPA, to the extent applicable. 3.5. The Sellers agree to make payments to Mr. V ▇▇▇▇▇▇▇▇▇▇▇ shall notify a single bank account (which shall be in accordance with the terms an escrow bank account of the profit sharing arrangement agreed betweenSellers) into which the consideration for the Sale Shares held by them is to be remitted by the Purchasers. The Sellers shall enter into an escrow agreement to give effect to the arrangements contemplated under Clause 3.3, inter-aliafrom the consideration received by the Sellers for the sale of their Sale Shares and for remittance of the balance amount to the respective Sellers. Upon the credit of the consideration for the Sale Shares held by the Sellers into such single bank account by the Purchasers, such the obligation of the Purchasers to pay the consideration to the Sellers and Mr. Vshall be fully discharged under this Agreement.

Purchase Amount. 3.1. The Parties agree that the equity valuation of the Company is INR Rs. 64,91,94,65,000 (Rupees Six Thousand Four Hundred and Ninety One Crores Ninety Four Lakhs Sixty Five Thousand) (Equity Valuation). In accordance with and subject to the terms and conditions of this Agreement, the each Purchaser shall, and shall and the Original Purchasers shall procure that the cause every other Purchaser shall to, pay to the Sellers, as follows: A. In the event of an In-specie Distribution: (i) An aggregate amount of the Non-Promoter Purchase Amount for the Non-Promoter Sale Shares, at the Per Sale Share Price on the First Closing Date. (ii) The Holdco Promoters and Snowdrop shall be payable in the following manner: (a) An amount equivalent to the In-specie Snowdrop Sale Shares 1 multiplied by the Per Sale Share Price (In-Specie Snowdrop Consideration Amount 1) shall be paid to Snowdrop on the In-specie Second Closing Date in accordance with Clause (a) for the In-Specie Snowdrop Sale Shares 1; (b) The In-Specie Tax Escrow Amount shall be deposited in the Tax Escrow Account on the In-Specie Second Closing Date in accordance with Clause 6.5.3(a); (c) An amount equivalent to the In-specie Holdco Promoters Sale Shares multiplied by the Per Sale Share Price (the Purchase In-Specie Holdco Promoters Consideration Amount) (shall be paid to Holdco Promoters in the manner proportion as set out in Part F of Schedule 1), net 1 for the In-Specie Holdco Promoters Sale Shares on the In-Specie Second Closing Date; (d) An amount of the Withholding Tax Amounts, if applicable Rs. 325,00,00,000 (as set out Rupees Three Hundred and Twenty Five Crores) (Indemnity Escrow Amount) in the Final Tax CertificateIndemnity Escrow Account on the In-Specie Second Closing Date; and (e) in respect of An amount equivalent to the relevant portion of In-specie Snowdrop Sale Shares 2 multiplied by the Purchase Per Sale Share Price (In-Specie Snowdrop Consideration Amount payable to each of the Sellers (each such amount 2) shall be paid to Snowdrop on the Sellers to be referred as the Net Purchase Amount) for the Sale Shares by depositing the Net Purchase Amount In-Specie Third Closing Date in accordance with Clause 6.6.3 (i) for the ▇▇ ▇▇▇▇▇▇▇In-Specie Snowdrop Sale Shares 2. B. In the event of a Direct Transfer: (i) An aggregate amount of the Non-Promoter Purchase Amount for the Non-Promoter Sale Shares, at the Per Sale Share Price on the First Closing Date. (ii) The Direct Transfer Holdco Purchase Amount for the Holdco Sale Shares payable in the accounts designated following manner: (a) The Direct Transfer First Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the Direct Transfer Second Closing Date in accordance with Clause 6.3.3(a)(ii); (b) An amount equivalent to the Direct Transfer Holdco Purchase Amount 1 less the Direct Transfer First Tranche Tax Escrow Amount (the Direct Transfer Upfront Holdco Purchase Amount) shall be paid to the Holdco on the Direct Transfer Second Closing Date in the manner described in Clause 6.3.3(a)(ii) below; (c) An amount equivalent to the Direct Transfer Second Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the Direct Transfer Third Closing Date in accordance with Clause 6.4.3(a)(ii); (d) The Indemnity Escrow Amount in the Indemnity Escrow Account on the Direct Transfer Third Closing Date; and (e) The Direct Transfer Balance Amount, if any, shall be transferred to the Holdco on the Direct Transfer Third Closing Date. The amounts mentioned in (a) and (b) above shall be payable by the respective ▇▇ ▇▇▇▇▇▇▇ Purchasers towards the purchase of Direct Transfer Holdco Sale Shares 1; and the amounts mentioned in (c), (d) and (e) above shall be payable by the Purchasers towards the purchase of Direct Transfer Holdco Sale Shares 2. C. In the event of a Joint Transfer: (i) An aggregate amount of the Non-Promoter Purchase Amount for the Non-Promoter Sale Shares, at the Per Sale Share Price on the First Closing Date. (ii) The Joint Transfer Holdco Purchase Amount for the Holdco Sale Shares payable in the following manner: (a) The Joint Transfer First Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the First Closing Date in accordance with Clause 6.8.3(a)(ii); (b) An amount equivalent to the PurchaserJoint Transfer Holdco Purchase Amount 1 less the Joint Transfer First Tranche Tax Escrow Amount (the Joint Transfer Upfront Holdco Purchase Amount) shall be paid to the Holdco on the First Closing Date in the manner described in Clause 6.8.3(a)(i) below; (c) An amount equivalent to the Joint Transfer Second Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the Joint Transfer Second Closing Date in accordance with Clause 6.9.3(a)(ii); (d) The Indemnity Escrow Amount in the Indemnity Escrow Account on the Joint Transfer Second Closing Date; and (e) The Joint Transfer Balance Amount, if any, shall be transferred to the Holdco on the Joint Transfer Second Closing Date. The amounts mentioned in (a) and (b) above shall be payable by the Purchasers towards the purchase of Joint Transfer Holdco Sale Shares 1; and the amounts mentioned in (c), (d) and (e) above shall be payable by the Purchasers towards the purchase of Joint Transfer Holdco Sale Shares 2. 3.2. It is agreed between the relevant Parties that the Purchasers shall (i) withhold the withholding tax amount (in relation to the capital gains) as mentioned in (A) the Final Tax Certificate applicable to Dynamic India Fund S4 US I; and (B) the certificate under Section 197 of the IT Act or the Final Tax Certificate (if required) obtained by Apis and Alpha TC Holdings Pte. Ltd, with respect to withholding on consideration payable on the sale of their Sale Shares pursuant to Clause 4.1B(e) (if applicable); and (ii) for the Sellers (except the ▇▇ ▇▇▇▇▇▇▇), in the account mentioned in Clause 3.6 below. It is hereby clarified that, an pay such withholding tax amount equivalent to the Withholding Tax Amount (as set out in the Final Tax Certificate) shall be withheld from the Purchase Amount and shall be dealt with Authority in accordance with Clause 3.5 belowApplicable Law and provide evidence of such payment in any event within a period of 7 (seven) days from the First Closing Date and provide a tax deduction certificate to Dynamic India Fund S4 US I or Apis or Alpha TC Holdings Pte. Ltd, (as the case may be) within 7 (seven) days from the end of the financial quarter within which First Closing occurs. 3.23.3. Each Seller hereby acknowledges that, from the Net (i) Non-Promoter Purchase Amount, and (ii) (A) Direct Transfer Upfront Holdco Purchase Amount (in case of a Direct Transfer) or (B) In- specie Snowdrop Consideration Amount 1 and In-Specie Holdco Promoters Consideration Amount (in case of In-specie Distribution) or (C) Joint Transfer Upfront Holdco Purchase Amount (in case of Joint Transfer); certain payments shall be payable by such Seller (i) to the Seller Advisors to in a form and manner agreed between the extent of 1.02% (One point Zero Two Percent) of Sellers and the Purchase AmountSeller Advisors; and additionally (ii) towards the payment of the costs, expenses and fees (except as set out in Clause 12.1 13.1 of this Agreement) incurred / to be incurred by the Sellers, in relation to the transactions contemplated under this Agreement and / or the Transaction Documents in a form and manner agreed between the Sellers. The Sellers further acknowledge that the payment of such amounts as mentioned in (i) and (ii) above is the sole obligation of the Sellers; and the Purchaser, or the Purchasers and Purchaser SPV or the Original Purchasers shall not be liable or obligated to pay any such amounts as mentioned in (i) and / or (ii) above). 3.33.4. In addition to Clause 3.2 3.3 above, certain Sellers agree each Seller hereby agrees to make certain payments to Mr. V ▇▇. ▇▇▇▇▇▇▇▇▇ . Jagannathan, which shall be in accordance with the terms of the profit sharing arrangement agreed between, inter-alia, such the Sellers and Mr. V▇▇. ▇.