Common use of REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of the Selling Shareholders and the BRLMs, as on the date hereof, and on each date during the term of this Agreement that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent and; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and that each of the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated and is validly existing and is solvent and in good standing as a company under Applicable Law and further, that no steps have been taken for its winding upadverse order, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent and; no adverse order or injunction or decree, restraining it to carry from carrying out the activities as listed set out in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding proceeding, and that no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal tribunal, and no steps have been taken for its bankruptcy/, insolvency, dissolution, liquidation, winding-winding up, liquidation or for the appointment of a receiver or liquidator over substantially the whole of its assetsreceivership under any Applicable Law, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iiib) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (ivc) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (vd) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized authorised and does not and will not contravene (ai) any Applicable Law, regulation, judgementjudgment, decree or order of any Governmental Authority, (bii) its organizational charter documents, or (ciii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vie) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (viii) it shall be solely responsible for hold the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final respective Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation credited to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account in escrow for and the Final Offered Shares shall be held by the Share Escrow Agent on behalf of, and in trust for, the Selling Shareholders, Shareholders in their respective portion of the Offered Shares in accordance with the provisions terms of this Agreement, ; and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall (ii) instruct the Depositories not to recognize to, recognise any Transfer which is not in accordance with the terms of this Agreement; and (ixg) it shall provide all assistance is solvent; there is no adverse order or injunction or decree, restraining it to carry activities as listed in formulating this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and implementing no petition or application for the institution of any plan proceeding has been filed before any court of competent jurisdiction or any additional measures a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to be taken due to an entity, on a particular date, that on such date, (i) the impact fair market value of the COVID-19 like pandemic assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and lockdownmature, if any, on (iii) the Offer related activities, entity is able to ensure that the timelines realize upon its assets and pay its debts and other requirements prescribed under Applicable Law and liabilities (including contingent obligations) as agreed upon by they mature or (iv) the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has entity does not resulted in any material adverse effect on the Share Escrow Agenthave unreasonably small capital. 6.2 6.2. The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until the completion of the events mentioned described in Clause 5 of this Agreementabove. In relation to the Escrow Demat Account, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions contrary to the contraryterms of this Agreement, of any person including the Company and or any of the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of Company, the Selling Shareholders Shareholders, and the BRLMs in writing promptly if it becomes aware of any circumstance, circumstance which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.3. The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMsBRLM), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. 6.4. The Share Escrow Agent shall provide to each Selling Shareholder and the Company, from time to time, statements of the accounts, on a weekly basis or as and when requested by the Parties, in writing, until closure of the Escrow Demat Account. 6.5. The Share Escrow Agent hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and Applicable Laws. The Share Escrow Agent agrees and undertakes to act with due diligence, care and exercise skill and due diligence while discharging its obligations under this Agreement. 6.6. The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify each of the Company and the Selling Shareholders may in writing promptly if it becomes aware of any circumstance which would render any of the statements set out above to be subject untrue or inaccurate or misleading in any respect. The Share Escrow Agent shall implement all written instructions provided to liability it in accordance with the terms of this Agreement and exercise due diligence in the implementation of such written instructions and in accordance with Applicable Law, provided that in the case of the occurrence of any event or loss if situation that is not expressly provided for under this Agreement, the Share Escrow Agent fails shall have the power to, and shall be responsible to comply with any of its obligations under this Agreement seek necessary instructions or clarifications from the BRLM, Company and the Share Escrow Agent agrees to indemnify Selling Shareholders. Any and all such instructions or clarifications as are duly provided by the relevant authorized signatories of the BRLM, Company and each of the Selling Shareholders, for any such liabilities and/or lossesin writing, shall be implemented by the Share Escrow Agent, subject to and in accordance with Applicable Law. 6.6 6.7. The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereofthe Draft Red Xxxxxxx Prospectus, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock ExchangesOffer.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and the BRLMs, as on the date hereof, and shall be deemed to be repeated on each date during the term of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges, by reference to the facts and circumstances then prevailing, that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and proceeding, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgementLaw or order, decree or order judgement of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions by any person including the Company or the Selling Shareholders, which are contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including provided that, such contrary written instructions may be acted upon by the Share Escrow Agent if the same is provided by the Company or and the Selling Shareholders;Shareholders in consultation with the Book Running Lead Managers; and (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent for and on behalf of, and in trust for, for the respective Selling ShareholdersShareholders for their respective portion of the Offered Shares, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, records and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to each of the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholderswriting, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 6.3 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Subject to the Applicable Law, Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, circumstance which would render any of the statements under Clause 6 of this Agreement set out above to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 . The Share Escrow Agent hereby agrees and undertakes to shall implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and each of the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from each of the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Without prejudice to Clause 7 (Indemnity), the Share Escrow Agent acknowledges that the Company and the Selling Shareholders Shareholders, severally and not jointly, may be subject to liability liabilities or loss losses if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, severally and not jointly, for any such liabilities and/or losses. 6.6 6.4 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus Prospectus, other Offer Documents and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock ExchangesOffer.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of the Selling Shareholders and the BRLMs, as on the date hereof, and on each date during the term of this Agreement, and undertakes and covenants to the Company and the Promoter Selling Shareholder and the BRLMs that each of the following statement is accurate, as on the date hereof, and shall be deemed to be repeated on each date during the term of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken by it, voluntarily / compulsorily for its dissolution, winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, ; which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding upup which prevents it from carrying on its obligations under this Agreement. As used herein, the term “solventSolvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the such entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and that each of the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and shall be deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been duly and validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein. The Offered Shares deposited in the Escrow Demat Account shall not be considered as assets of the Share Escrow Agent under any circumstances or events, including without limitation during any bankruptcy, insolvency, liquidation or winding up proceedings; (i) it shall hold the Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the Selling Shareholders in accordance with the terms of this Agreement; and (ii) the Offered Shares shall be kept separate and segregated from its general assets and it shall instruct the Depositories not to, recognise any Transfer which is not in accordance with the terms of this Agreement; and (g) it is solvent and; solvent, there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and to the best of its knowledge, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, which prevents it from carrying on voluntarily, for its obligations under this Agreementdissolution, liquidation, receivership or winding up or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.,

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of Company and to the Selling Shareholders and the BRLMsLead Mangers, as on the date hereof, and on each date during the term of this Agreement that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening opening, maintenance and operation of the Escrow Demat Account in accordance with this AgreementAccount, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions to the contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of by any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and; (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent.; and 6.2 The Share Escrow Agent undertakes to (x) No disciplinary or other proceedings have been commenced against it by SEBI which will affect the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging performance of its obligations under this Agreement. The Share Escrow Agent hereby agrees Agreement and that it has not been debarred or suspended from carrying on such activities by SEBI, and that it shall be solely responsible for abide by the operation stock exchange regulations, code of the Escrow Demat Account and shall retain the Final Offered Shares conduct stipulated in the Escrow Demat Account until completion of Regulations, and the events mentioned in Clause 5 terms and conditions of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 6.2 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholderswriting, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 6.3 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders (with a copy to the Lead Managers) in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.4 The Share Escrow Agent hereby agrees and undertakes to shall implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructionsLaw, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMsLead Managers), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 6.5 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges. Further, the Share Escrow Agent xxxxxx agrees that it will immediately inform the Company, Selling Shareholders with a copy to the BRLMs of any changes to declarations and changes to the representation and obligations made under this Agreement. In the absence of any such communication, the Parties to this Agreement can assume that there is no change to the above information.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and that each of the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been duly and validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein; (i) it shall hold the Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the Selling Shareholders in accordance with the terms of this Agreement; and the Offered Shares shall be kept separate and segregated from its general assets and (ii) instruct the Depositories not to, recognise any Transfer which is not in accordance with the terms of this Agreement; (g) it is solvent and; solvent, there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and to the best of its knowledge, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, which prevents it from carrying on voluntarily, for its obligations under this Agreementdissolution, liquidation, receivership or winding up or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iiih) No disciplinary or other proceedings have been commenced against it has by SEBI which will affect the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge performance of its duties and obligations under this Agreement; (iv) this Agreement and that it has not been duly validly executed debarred or suspended from carrying on such activities by itSEBI, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) that it shall be solely responsible for abide by the opening and operation stock exchange regulations, code of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares conduct stipulated in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its recordsRegulations, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms and conditions of this Agreement; and (ixi) it shall provide all assistance It is in formulating compliance with Applicable Laws including the SEBI RTA Master Circular and implementing any plan or any additional measures the Securities and Exchange Board of India (Registrars to be taken due to the impact of the COVID-19 like pandemic an Issue and lockdownShare Transfer Agents) Regulations, if any1993, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are metamended. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.2. The Share Escrow Agent hereby undertakes to the Company and the Selling Shareholders that it shall be solely responsible for the maintenance and operation of the Escrow Demat Account and shall retain the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 above. In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, of any person including the Company or the Selling Shareholders. 6.3. The Share Escrow Agent xxxxxx agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. 6.4. The Share Escrow Agent acknowledges that the Company and shall provide to the Selling Shareholders may be subject and the Company, from time to liability time, statements of the accounts, on a weekly basis or loss if as and when requested by the Parties, in writing, until closure of the Escrow Demat Account in terms of this Agreement. 6.5. The Share Escrow Agent fails shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and Applicable Laws. The Share Escrow Agent agrees and undertakes to comply act with any of due diligence, care and exercise skill and due diligence while discharging its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes undertakes, and covenants to the Company, each of the Selling Shareholders and the BRLMs, as on BRLMs that each of the following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatAgreement: (ia) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its constitutional documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, Lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein. The Offered Shares deposited in the Escrow Demat Account shall not be considered as assets of the Share Escrow Agent under any circumstances or events, including without limitation during any bankruptcy, insolvency, dissolution, liquidation or winding up proceedings; (f) it shall hold the respective Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement and be kept separate and segregated from its general assets and represented so in its records and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (g) it is solvent andsolvent; there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent agrees and undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until the completion of the events mentioned described in Clause 5 of this Agreementabove. In relation to the Escrow Demat Account, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions contrary to the contraryterms of this Agreement, of any person including the Company and or any of the Selling ShareholdersShareholders or the BRLM’s. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and Company, each of the Selling Shareholders Shareholders, and the BRLMs in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.4 The Share Escrow Agent hereby xxxxxx agrees and undertakes to adhere to and implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and each of the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs)writing, shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. Provided that the instructions from the Company and each of the Selling Shareholders shall only be issued upon the receipt of prior written consent in respect thereof by the BRLMs. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may Shareholder may, severally and not jointly, be subject to liability liabilities or loss losses if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agreement. The Share Escrow Agent agrees shall provide to indemnify the Company and each of the Selling Shareholders, the Company and the BRLMs from time to time, statement of accounts, on a weekly basis or as and when requested by the Parties, in writing, until the closure of the Escrow Demat Account. 6.5 The Share Escrow Agent hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner and for any such liabilities and/or lossespurpose other than as per this Agreement and under Applicable Laws. 6.6 The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement, including, without limitation, any instructions from the Company or any of the Selling Shareholders which are not provided in accordance with the terms of this Agreement, after due verification. 6.7 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, warrants and undertakes and covenants to the Company, each of Company and to the Selling Shareholders and the BRLMs, as on Managers that each of the following statements is true and accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and and, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, , (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of Company and to the Selling Shareholders and the BRLMsLead Managers, as on the date hereof, and on each date during the term of this Agreement that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening opening, maintenance and operation of the Escrow Demat Account in accordance with this AgreementAccount, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions to the contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of by any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and; (ix) No disciplinary or other proceedings have been commenced against it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to by SEBI which will affect the impact performance of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees Agreement and that it has not been debarred or suspended from carrying on such activities by SEBI, and that it shall be solely responsible for abide by the operation stock exchange regulations, code of the Escrow Demat Account and shall retain the Final Offered Shares conduct stipulated in the Escrow Demat Account until completion of Regulations, and the events mentioned in Clause 5 terms and conditions of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 6.2 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholderswriting, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 6.3 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders (with a copy to the Lead Managers) in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.4 The Share Escrow Agent hereby agrees and undertakes to shall implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructionsLaw, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMsLead Managers), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 6.5 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges. Further, the Share Escrow Agent xxxxxx agrees that it will immediately inform the Company, Selling Shareholders with a copy to the BRLMs of any changes to declarations and changes to the representation and obligations made under this Agreement. In the absence of any such communication, the Parties to this Agreement can assume that there is no change to the above information.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of Company and to the Selling Shareholders and the BRLMs, as on the date hereof, and on each date during the term of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, ; which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding upup which prevents it from carrying on its obligations under this Agreement. As used herein, the term “solventSolvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the such entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to each of the Company, the BRLMs and the Promoter Selling Shareholder, that each of the Selling Shareholders and the BRLMs, as on following statements are accurate at the date hereof, of this Agreement and shall be deemed to be repeated on each date during the term of this Agreement thatuntil the commencement of trading of the Equity Shares on the Stock Exchanges by reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated incorporated, is solvent, in good standing and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding upadverse order, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent and; no adverse order or injunction or decree, restraining it to carry from carrying out the activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding proceeding, and that no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal tribunal, and no steps have been taken for its bankruptcy/, insolvency, dissolution, liquidation, winding-winding up, liquidation or receivership or for the appointment of a receiver or liquidator over substantially the whole of its assets; under any Applicable Law, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.,

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of the Selling Shareholders and the BRLMs, as Book Running Lead Managers that each of the following statements is accurate on the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (i) a. it has been duly incorporated incorporated, in good standing and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; b. it has the necessary authority, approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; c. this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; d. the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is solvent a party or which is binding on any of its assets; e. no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein; f. the Offered Shares deposited in the Escrow Demat Account shall not be considered as assets of the Share Escrow Agent under any circumstances or events, including without limitation during any bankruptcy, insolvency, liquidation or winding up proceedings. (i) it shall hold the respective Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the Selling Shareholders in their respective portion of the Offered Shares in accordance with the terms of this Agreement; and be kept separate and segregated from its general assets and represent so in its records; and (ii) instruct the Depositories not to, recognise any Transfer which is not in accordance with the terms of this Agreement; and; h. it is solvent, there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and to the best of its knowledge, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, date (ia) the fair market value of the assets is greater than the liabilities of such entity, or (iib) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, or (iiic) the entity is able to realize realise upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, or (ivd) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law;. (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement6.2. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.3. The Share Escrow Agent hereby acknowledges and undertakes to the Company and the Selling Shareholders that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 above. In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, of any person including the Company or any of the Selling Shareholders. 6.4. The Share Escrow Agent xxxxxx agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMsBook Running Lead Manager), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders Shareholder may be subject to liability liabilities or loss losses of whatsoever nature (including reputational) made, suffered or incurred if the Share Escrow Agent fails to comply with any of its obligations under the Share Escrow Agreement. 6.5. The Share Escrow Agent shall provide to each Selling Shareholder and the Company, from time to time, statements of the accounts, on a monthly basis or as and when requested by the Parties, in writing, until closure of the Escrow Demat Account. 6.6. The Share Escrow Agent hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and the Applicable Laws. The Share Escrow Agent agrees and undertakes to indemnify act with due diligence, care and exercise skill and within the Company prescribed timelines while discharging its obligations under this Agreement and each of the Selling Shareholders, for any such liabilities and/or lossesin accordance with and comply with Applicable Laws. 6.6 6.7. The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges. Further, the Share Escrow Agent xxxxxx agrees that it will immediately inform the Company, the Selling Shareholders and the BRLM of any changes to declarations and changes to the representation and obligations made under this Agreement. In the absence of any such communication, the Parties to this Agreement can assume that there is no change to the above information.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Bank and to each of the Selling Shareholders and the BRLMsBRLMs that each of the following statements is accurate, as on the date hereof, and shall be deemed to be repeated on each date during the term of this Agreement Agreement, by reference to the facts and circumstances then prevailing that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and proceeding, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding up. As used herein, the term “solventSolvent” means, with respect to an the entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such the entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such the entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to each of the Company, Company and each of the Selling Shareholders and that the BRLMs, as on following statements are accurate at the date hereof, of this Agreement and shall be deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated incorporated, is solvent, in good standing and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created or extended by it over the Escrow Demat Account or the Offered Shares deposited therein; (f) it shall hold the respective Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the Selling Shareholders in their respective portion of the Offered Shares in accordance with the terms of this Agreement; and (ii) the Offered Shares shall be kept separate and segregated from its general assets and it shall instruct the Depositories not to, recognise any Transfer which is not in accordance with the terms of this Agreement; (g) it is solvent and; solvent, there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and to the best of its knowledge, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, date (ia) the fair market value of the assets is greater than the liabilities of such entity, or (iib) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, or (iiic) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, or (ivd) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law;; and (iiih) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and and/or lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law Laws and as agreed upon by the Company and the Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like Covid-19 pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 Agent The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders Shareholder in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.2. The Share Escrow Agent hereby undertakes to the Company and the Selling Shareholders that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 above. In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, of any person including the Company or any of the Selling Shareholders. Notwithstanding, anything contained in this Agreement, the Share Escrow Agent xxxxxx agrees that it will not be excused from performing any of its obligations and duties under this Agreement, due to COVID-19, its mutations and / or any consequent, restrictions or lockdown, any hostilities due to Russia-Ukraine war or thereof. 6.3. The Share Escrow Agent xxxxxx agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMsBook Running Lead Managers), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. 6.4. The Share Escrow Agent acknowledges that the Company shall provide to each Selling Shareholder and the Selling Shareholders may be subject Company, from time to liability time, statements of the accounts, on a monthly basis or loss if as and when requested by the Parties, in writing, until closure of the Escrow Demat Account. 6.5. The Share Escrow Agent fails hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and Applicable Laws. The Share Escrow Agent agrees and undertakes to comply act with any of due diligence, care and exercise skill while discharging its obligations under this Agreement and to notify to the Share Escrow Agent agrees to indemnify the Company and Company, each of the Selling Shareholders, for and the BRLMs in writing promptly if it becomes aware of any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes circumstance which would render any of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended above statements to be filed with the SEBI, RoC and the Stock Exchangesuntrue or inaccurate or misleading in any respect.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of Company and to the Promoter Selling Shareholders Shareholder and the BRLMsLead Manager, as on the date hereof, and on each date during the term of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges that: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken by it, voluntarily / compulsorily for its dissolution, winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, ; which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding upup which prevents it from carrying on its obligations under this Agreement. As used herein, the term “solventSolvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entitythe Company, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity the Company on its debt as they become absolute and mature, (iii) the entity Company is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 ‌ 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and that each of the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated incorporated, is solvent, in good standing and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been duly and validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein; (i) it shall hold the portion of the Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement; and the Offered Shares shall be kept separate and segregated from its general assets; and (ii) it shall instruct the Depositories not to, recognise any Transfer which is solvent not in accordance with the terms of this Agreement; and; (g) it is solvent, there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and to the best of its knowledge, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, which prevents it from carrying on voluntarily, for its obligations under this Agreementdissolution, liquidation, receivership or winding up or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law;. (iiih) no disciplinary or other proceedings have been commenced against it has by SEBI which will affect the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge performance of its duties and obligations under this Agreement; (iv) this Agreement and that it has not been duly validly executed debarred or suspended from carrying on such activities by itSEBI, and this Agreement constitutes a validthat it shall comply with Applicable Law including regulations issued by the SEBI and the stock exchanges, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 conditions of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.2. The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall be solely responsible for the opening, maintenance and operation of the Escrow Demat Account in accordance with this Agreement and shall retain the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 above. In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, of any person including the Company or the Selling Shareholders. 6.3. The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company and the Selling Shareholders, as applicable, in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. 6.4. The Share Escrow Agent acknowledges that the Company and shall provide to the Selling Shareholders may be subject and the Company, from time to liability time, statements of the accounts, on a weekly basis or loss if as and when requested by each of the Selling Shareholders or the Company, in writing, until closure of the Escrow Demat Account in terms of this Agreement. 6.5. The Share Escrow Agent fails hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and Applicable Laws. The Share Escrow Agent agrees and undertakes to comply act with any of due diligence, care and exercise skill and due diligence while discharging its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 6.6. The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock ExchangesDocuments.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and that each of the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated incorporated, is solvent, in good standing and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created or extended by it over the Escrow Demat Account or the Offered Shares deposited therein; (i) it shall hold the respective Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement; and the Offered Shares credited to the Escrow Demat Account shall be kept separate and segregated from its general assets and represented so in its records and (ii) Share Escrow Agent instruct the Depositories not to, recognise any Transfer which is not in accordance with the terms of this Agreement; and (g) it is solvent and; solvent, no adverse order or injunction or decree, restraining it to carry from carrying out the activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, date (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the such entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they and when such liabilities become absolute and mature, (iii) the entity is able to realize realise upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. capital The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders Shareholder and the BRLMs in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.2. The Share Escrow Agent hereby undertakes to the Company and each of the Selling Shareholders that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 above. In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, of any person including the Company or any of the Selling Shareholders. 6.3. The Share Escrow Agent xxxxxx agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company in writing (upon prior written consent from each of the Selling Shareholders and the BRLMsBook Running Lead Managers), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. 6.4. The Share Escrow Agent acknowledges that the Company shall provide to each Selling Shareholder and the Selling Shareholders may be subject Company, from time to liability time, statements of the accounts, on a monthly basis or loss if as and when requested by the Parties, in writing, until closure of the Escrow Demat Account. 6.5. The Share Escrow Agent fails hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and Applicable Laws. The Share Escrow Agent agrees and undertakes to comply act with any of due diligence, care and exercise skill and due diligence while discharging its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and that each of the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been duly and validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (i) any Applicable Law, regulation, judgment, decree or order of any Governmental Authority, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein; (i) it shall hold the Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the Selling Shareholders in accordance with the terms of this Agreement; and the Offered Shares shall be kept separate and segregated from its general assets and (ii) instruct the Depositories not to, recognise any Transfer which is not in accordance with the terms of this Agreement; and (g) it is solvent and; solvent, there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and to the best of its knowledge, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, which prevents it from carrying on voluntarily, for its obligations under this Agreementdissolution, liquidation, receivership or winding up or for the appointment of a receiver or liquidator over substantially the whole of its assets; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law;. (iiih) No disciplinary or other proceedings have been commenced against it has by SEBI which will affect the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge performance of its duties and obligations under this Agreement; (iv) this Agreement and that it has not been duly validly executed debarred or suspended from carrying on such activities by itSEBI, and this Agreement constitutes a validthat it shall abide by the stock exchange regulations, legal code of conduct stipulated in the Regulations, and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 conditions of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.2. The Share Escrow Agent hereby undertakes to the Company and the Selling Shareholders that it shall be solely responsible for the maintenance and operation of the Escrow Demat Account and shall retain the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 above. In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, of any person including the Company or the Selling Shareholders. 6.3. The Share Escrow Agent xxxxxx agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. 6.4. The Share Escrow Agent acknowledges that the Company and shall provide to the Selling Shareholders may be subject and the Company, from time to liability time, statements of the accounts, on a weekly basis or loss if as and when requested by the Parties, in writing, until closure of the Escrow Demat Account in terms of this Agreement. 6.5. The Share Escrow Agent fails hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and Applicable Laws. The Share Escrow Agent agrees and undertakes to comply act with any of due diligence, care and exercise skill and due diligence while discharging its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Promoter Selling Shareholder and the Company that each of the Selling Shareholders and the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law Law; (b) it has the necessary authority, approvals, competence, facilities and that no steps have been taken for infrastructure to act as a registrar and a share escrow agent and to discharge its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out its duties and obligations under this Agreement; (c) this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms thereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene: (i) Applicable Law, (ii) its charter documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein; (f) it shall hold the Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the Promoter Selling Shareholder in accordance with the terms of this Agreement; and (g) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and to the best of its knowledge, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy/ insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership liquidation or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law;. (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the 6.2 The Share Escrow Demat Account or the Final Offered Shares deposited therein; (vii) Agent agrees that it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreementabove. The In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Accountcontrary, of any person including the Company Promoter Selling Shareholder or the Selling Shareholders;Company. (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. 6.3 The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further xxxxxx agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling ShareholdersAgreement. 6.3 6.4 The Share Escrow Agent shall provide to the Promoter Selling Shareholders Shareholder and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholderswriting, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. 6.5 The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Promoter Selling Shareholders Shareholder in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.6 The Share Escrow Agent hereby agrees acknowledges and undertakes to implement all written instructions provided to it shall ensure that the Escrow Demat Account shall not be operated in accordance with the terms of any manner for any purpose other than as indicated in this Agreement and in accordance with Applicable Law as required under the SEBI ICDR Regulations and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability or loss if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 6.7 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus Prospectus, other Offer Documents and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock ExchangesOffer.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 6.1. The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, each of the Selling Shareholders and BRLMs that each of the BRLMs, as on following statements is true and accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (ia) it has been duly incorporated incorporated, is solvent, in good standing and is validly existing and is in good standing as a company under Applicable Law and that no adverse order, injunction or decree, restraining it from carrying out the activities listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (ii) it is solvent Agreement and; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/bankruptcy / insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, date (ia) the fair market value of the assets is greater than the liabilities of such entity, or (iib) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, or (iiic) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, or (ivd) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iiib) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (ivc) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (vd) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized authorised and does not and will not contravene (ai) any Applicable Law, regulation, judgementjudgment, decree or order of any Governmental Authority, (bii) its organizational charter documents, or (ciii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vie) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance has been or shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final ; The Offered Shares deposited in the Escrow Demat Account until shall not be considered as assets of the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent under any circumstances or events, including without limitation during any bankruptcy, insolvency, liquidation or winding up proceedings; and (f) (i) it shall not act on any instructions contrary to hold the terms of this Agreement, in relation Offered Shares credited to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account in escrow for and the Final Offered Shares shall be held by the Share Escrow Agent on behalf of, and in trust for, the Selling Shareholders, Shareholders in accordance with the provisions terms of this Agreement, ; and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall (ii) instruct the Depositories not to recognize to, recognise any Transfer which is not in accordance with the terms of this Agreement; and. (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met6.2. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company and the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.3. The Share Escrow Agent hereby undertakes to the Company and the Selling Shareholders that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 above. In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, of any person including the Company or the Selling Shareholders. 6.4. The Share Escrow Agent xxxxxx agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized authorised signatories of the Company in writing (upon prior written consent from the Selling Shareholders and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. 6.5. The Share Escrow Agent acknowledges that the Company and shall provide to the Selling Shareholders may be subject and the Company, from time to liability time, statements of the accounts, on a weekly basis or loss if as and when requested by the Parties, in writing, until closure of the Escrow Demat Account. 6.6. The Share Escrow Agent fails hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner for any purpose other than as per this Agreement and Applicable Law. The Share Escrow Agent agrees and undertakes to comply act with any of due diligence, care and exercise skill and within the prescribed timelines while discharging its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 6.7. The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus Prospectus, other Offer Documents and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock ExchangesOffer.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. ‌ 6.1 The Share Escrow Agent represents, warrants, undertakes undertakes, and covenants to the Company, each of the Selling Shareholders and the BRLMs, as on BRLMs that each of the following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatAgreement: (ia) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this Agreement; (b) it has the necessary authority, approvals (including from any Governmental Authority), competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (c) this Agreement has been validly executed by it and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (d) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (i) any Applicable Law, judgement, decree or order of any Governmental Authority, (ii) its constitutional documents, or (iii) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (e) no mortgage, charge, pledge, Lien, trust, security interest or other encumbrance shall be created or extended by it over the Escrow Demat Account or the Offered Shares deposited therein; (f) it shall hold the respective Offered Shares credited to the Escrow Demat Account, in escrow for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement and be kept separate and segregated from its general assets and represented so in its records and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; (g) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorised and does not and will not contravene (a) any Applicable Law, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (h) the Escrow Demat Account and the Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders in accordance with the provisions of this Agreement, shall be kept separate and segregated from its general assets and represented so in its records and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; (i) the Share Escrow Agent shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of COVID-19 pandemic and lockdown, if any, on the Offer related activities, to ensure that the (j) it is solvent andsolvent; there is no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable Law, regulation, judgement, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the Selling Shareholders, in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until the completion of the events mentioned described in Clause 5 of this Agreementabove. In relation to the Escrow Demat Account, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions contrary to the contraryterms of this Agreement, of any person including the Company and or any of the Selling ShareholdersShareholders or the BRLM’s. Notwithstanding, anything contained in this Agreement, the Share Escrow Agent hereby agrees that it will not be excused from performing any of its obligations and duties under this Agreement, due to Covid-19, its mutations and / or any consequent, restrictions, or lockdown thereof. 6.3 The Share Escrow Agent shall provide undertakes to the Company and each of the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholders, until the closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to notify to the Company and Company, each of the Selling Shareholders Shareholders, and the BRLMs in writing promptly if it becomes aware of any circumstance, circumstance which would render any of the above statements under Clause 6 of this Agreement to be untrue, incomplete untrue or inaccurate or misleading in any respect. 6.5 6.4 The Share Escrow Agent hereby xxxxxx agrees and undertakes to adhere to and implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the each of Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent for such instructions from each of the Selling Shareholders Shareholder and the BRLMs), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders Shareholder may be subject to liability liabilities or loss losses of whatsoever nature (including reputational) made, suffered or incurred if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agreement. The Share Escrow Agent agrees shall provide to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or losses. 6.6 The Share Escrow Agent xxxxxx agrees the Company and consents the BRLMs from time to time, statement of accounts, on a monthly basis or as and when requested by the inclusion of its name and references to it for Parties, in writing, until the purposes closure of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock ExchangesEscrow Demat Account.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, undertakes and covenants to the Company, Company and each of the Selling Shareholders and that each of the BRLMs, as on following statements is accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatAgreement: (ia) it has been duly incorporated and is validly existing and is solvent and is in good standing as a company under Applicable Law and further, that no steps have been taken for its winding upadverse order, liquidation or receivership under any Applicable Law, which prevents it from carrying out its obligations under this Agreement; (ii) it is solvent and; no adverse order or injunction or decree, restraining it to carry from carrying out the activities as listed set out in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding proceeding, and that no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal tribunal, and that no steps have been taken for its bankruptcy/, insolvency, dissolution, liquidation, winding-winding up, liquidation or for the appointment of a receiver or liquidator over substantially the whole of its assetsreceivership under any Applicable Law, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iiib) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (ivc) this Agreement has been duly and validly executed by it, and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (vd) no mortgage, charge, pledge, Lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Offered Shares deposited therein; (e) it shall (i) hold the Offered Shares of the Selling Shareholders credited to the Escrow Demat Account, in escrow for and on behalf of, in trust for, the Selling Shareholders in accordance with the provisions of this Agreement; and (ii) instruct the Depositories not to, recognize any transfer which is not in accordance with the provisions of this Agreement; (f) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized authorised and does not and will not contravene (a) any Applicable Law, regulation, judgementjudgment, decree or order of any Governmental Authoritygovernmental authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party Party or which is binding on any of its assets; (vi) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this Agreement, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreement, in relation to the Escrow Demat Account, of any person including the Company or the Selling Shareholders; (viiig) the Escrow Demat Account and the Final Offered Shares deposited therein shall be held by the Share Escrow Agent in trust for, for the Selling Shareholders, Shareholders and in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, records and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent.; 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby acknowledges and agrees that it shall be solely responsible for the operation of the Escrow Demat Account in accordance with this Agreement, and shall further undertakes to retain the Final Offered Shares in the Escrow Demat Account until the completion of the events mentioned described in Clause 5 of this Agreement, as applicable, Agreement and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable LawAgreement. It shall exercise due diligence in implementation of such written instructions. The In relation to the Escrow Demat Account, the Share Escrow Agent shall not act on any instructions contrary to the contraryterms of this Agreement, of any person including the Company and or any of the Selling Shareholders. 6.3 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing basis and also as and when requested by the Company or upon request of any of the Selling Shareholders, in writing, until the completion of the Allotment of the Sold Shares or closure of the Escrow Demat Account in terms of this Agreement. 6.4 The Share Escrow Agent undertakes to notify to the Company, each of the Selling Shareholder, and the BRLMs in writing promptly if it becomes aware of any circumstance which would render any of the above statements to be untrue or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations obligation under this Agreement and to notify to the Company and each of the Selling Shareholders in writing promptly if it becomes aware of any circumstance, which would render any of the statements under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 The Share Escrow Agent hereby agrees and undertakes to shall implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and comply with Applicable Law and exercise due diligence in the implementation of such written instructionsLaw, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions or clarifications from the Company and the Selling Shareholders and any Shareholders. Any and all such instructions or clarifications as are duly provided by the relevant authorized signatories of the Company in writing (upon prior written consent from and the Selling Shareholders and the BRLMs)Shareholders, as applicable, in writing, shall be implemented by the Share Escrow Agent, subject to and in accordance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to the contrary, of any person including the Company or the Selling Shareholders. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may be subject to liability liabilities or loss losses if the Share Escrow Agent fails to comply with any of its obligations under this Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, for any such liabilities and/or lossesAgreement. 6.6 The Share Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.

REPRESENTATIONS AND WARRANTIES AND OBLIGATIONS OF THE SHARE ESCROW AGENT. 6.1 The Share Escrow Agent represents, warrants, warrants and undertakes and covenants to the Company, Company and to each Selling Shareholder and to the BRLMs that each of the Selling Shareholders following statements is true and the BRLMs, as on accurate at the date hereof, of this Agreement and is deemed to be repeated on each date during the term of this Agreement thatby reference to the facts and circumstances then prevailing: (i) it has been duly incorporated and is validly existing and is in good standing as a company under Applicable Law and that no steps have been taken for its winding up, liquidation or receivership under any Applicable Law, which prevents it from carrying out on its obligations under this AgreementAgreement ; (ii) it is solvent andsolvent; no adverse order or injunction or decree, restraining it to carry activities as listed in this Agreement has been passed or made by a court of competent jurisdiction or a tribunal in any proceeding and and, no petition or application for the institution of any proceeding has been filed before any court of competent jurisdiction or a tribunal for its bankruptcy/insolvency, dissolution, liquidation, winding-up, or for the appointment of a receiver or liquidator over substantially the whole of its assets, which prevents it from carrying on its obligations under this Agreement; and no steps have been taken by it, voluntarily, for its dissolution, liquidation, receivership or winding up. As used herein, the term “solvent” means, with respect to an entity, on a particular date, that on such date, (i) the fair market value of the assets is greater than the liabilities of such entity, (ii) the present fair saleable value of the assets of the entity is greater than the amount that will be required to pay the probable liabilities of such entity on its debt as they become absolute and mature, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities (including contingent obligations) as they mature, mature or (iv) the entity does not have unreasonably small capital, or (v) as may be determined by a court of law; (iii) it has the necessary authority, regulatory approvals, competence, facilities and infrastructure to act as a share escrow agent and to discharge its duties and obligations under this Agreement; (iv) this Agreement has been duly and validly executed by it, it and this Agreement constitutes a valid, legal and binding obligation on its part, enforceable against it in accordance with the terms hereof; (v) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any Applicable LawLa w, regulation, judgementjudgment, decree or order of any Governmental Authority, (b) its organizational documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on any of its assets; (vi) no No mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Demat Account or the Final Offered Shares deposited therein; (vii) it shall be solely responsible for the opening and operation of the Escrow Demat Account in accordance with this AgreementAccount, and further agrees to retain the Final Offered Shares in the Escrow Demat Account until the completion of events described in Clause 5 of this Agreement. The Share Escrow Agent shall not act on any instructions contrary to the terms of this Agreementcontrary, in relation to the Escrow Demat Account, of by any person including the Company or the Selling ShareholdersShareholders or the BRLMs; (viii) the Escrow Demat Account and the Final Offered Shares shall be held by the Share Escrow Agent in trust for, the respective Selling Shareholders, Shareholders in accordance with the provisions of this Agreement, and be kept separate and segregated from its general assets and represented so in its records, records and the Share Escrow Agent shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement; and (ix) it shall provide all assistance in formulating and implementing any plan or any additional measures to be taken due to the impact of the COVID-19 like pandemic and lockdown, if any, on the Offer related activities, to ensure that the timelines and other requirements prescribed under Applicable Law and as agreed upon by the Company and the Selling Shareholders are met. The Share Escrow Agent confirms that the COVID-19 like pandemic has not resulted in any material adverse effect on the Share Escrow Agent. 6.2 The Share Escrow Agent undertakes to the Company and the Selling Shareholders that it shall act with due diligence, care and skill while discharging its obligations under this Agreement. The Share Escrow Agent hereby agrees that it shall be solely responsible for the operation of the Escrow Demat Account and shall retain the Final Offered Shares in the Escrow Demat Account until completion of the events mentioned in Clause 5 of this Agreement, as applicable, and further agrees and undertakes to implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with and in compliance with Applicable Law. It shall exercise due diligence in implementation of such written instructions. The Share Escrow Agent shall not act on any instructions to notify the contraryCompany, of any person including the Company and the Selling Shareholders, and the BRLMs in writing promptly if it becomes aware of any circumstance which would render any of the above statements to be untrue or inaccurate or misleading in any respect. 6.3 6.2 The Share Escrow Agent shall provide to the Selling Shareholders and the Company, from time to time, statements of accounts, on a weekly basis, in writing and also as and when requested by the Company or the Selling Shareholderswriting, until the closure of the Escrow Demat Account in terms of this Agreement. 6.3 The Share Escrow Agent hereby agrees and undertakes to implement all written instructions provided to it by the Parties, in accordance with the terms of this Agreement. 6.4 The Share Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any purpose other than as provided in this Agreement and as required under Applicable Law. The Share Escrow Agent xxxxxx hereby agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement. The Share Escrow Agent agrees and undertakes to act with due diligence, care and skill while discharging its obligations under this Agreement and to it shall immediately notify to the Company and each of the Selling Shareholders (with a copy to the BRLMs) in writing promptly if it becomes aware of any circumstance, which circumstances that would render any of the statements its representations and warranties under Clause 6 of this Agreement to be untrue, incomplete or inaccurate or misleading in any respect. 6.5 misleading. The Share Escrow Agent hereby agrees and undertakes to shall implement all written instructions provided to it in accordance with the terms of this Agreement and in accordance with Applicable Law Law, and exercise due diligence in the implementation of such written instructions, provided that in the case of the occurrence of any event or situation that is not expressly provided for under this Agreement, the Share Escrow Agent shall have the power to, and shall be responsible to seek necessary instructions from the Company and the Selling Shareholders and any and all such instructions as are duly provided by the relevant authorized signatories of the Company and the Selling Shareholders in writing (upon after prior written consent to such instructions from the Selling Shareholders and the BRLMs, severally and not jointly), shall be implemented by the Share Escrow Agent, in accordance with Applicable Law. The Share Escrow Agent acknowledges that the Company and the Selling Shareholders may may, severally and not jointly, be subject to liability liabilities or loss losses if the Share Escrow Agent fails to comply with any of its obligations under this the Share Escrow Agreement and the Share Escrow Agent agrees to indemnify the Company and each of the Selling Shareholders, severally and not jointly, for any such liabilities and/or losses. 6.6 6.5 The Share Escrow Agent xxxxxx hereby agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.