Common use of Shareholders Meetings Clause in Contracts

Shareholders Meetings. 5.1 The Board may convene a General Meeting. 5.2 Subject to the provisions of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 The Board may convene a General Meeting. 5.2 8.1 Subject to the provisions of applicable Lawthe Companies Act in relation to special resolutions, a quorum for all Shareholders’ meetings of the Company (including any adjournment thereof) shall be members present in person or represented by proxy holding at least twenty-one (21) Business Days written notice 60% of every General Meeting shall be given to all Shareholders at their usual addressthe Shares, provided always that for so long as Uramin and Lukisa shall remain shareholders holding shares representing more than 20% of the issued share capital of the Company, each shall be present in person or represented by proxy. 8.2 If, within 30 minutes from the time appointed for a General Meeting may be convened by Shareholders’ meeting, a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, howeverquorum is not present, that any notice period shorter than twenty-one meeting (21“the first meeting”) Business Days shall require stand adjourned until the prior consent of TTSL, TSL, MSIIPL, SMIT same day and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the same time in the next week (or, if that day is not a business day, then to the next business day). Notice in writing of the adjourned meeting shall be given by the Company to all the Shareholders forthwith after the first meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled . If at the General Meeting. 5.4 The adjourned meeting a quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) 15 minutes from of the time when appointed for the holding of that adjourned meeting, those Shareholders present at such adjourned meeting shall constitute a quorum and may transact the business for which the meeting should was originally convened. In all other circumstances, a new meeting shall be convened. 8.3 Voting at all Shareholders meetings shall be conducted on the basis of a poll (save for the appointment of the chairman to preside at such meeting, in circumstances where the chairman of the board is unavailable to preside at such meeting), and save and except for the Restricted Matters, all decisions taken, to be valid and effective, must have begun, or if during been adopted by simple majority. 8.4 Save as may otherwise be agreed in writing from time to time by all of the meeting there is no longer a Shareholder Meeting QuorumShareholders, the meeting provisions of clause7.8 and 7.10 shall automatically be adjourned apply mutatis mutandis to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative meetings of the Investor) shall constitute Shareholders. 8.5 A resolution in writing circulated to all the quorum for such Adjourned General Meeting, and, subject to applicable Law Shareholders and Clause 6 below, signed by all of them shall be entitled to vote as valid and pass resolutions effectual as if such resolution had been passed at a Shareholders’ meeting duly convened and held. Any such resolution may consist of several documents in relation to all matters (excluding like form, each signed by one or more of the Affirmative Vote Matters in accordance with Clause 5.5 below)Shareholders. Each Party mayUnless the contrary is stated therein, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no any such resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved been passed on the relevant Affirmative Vote Matter. 5.6 The chairman date of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to latest signature by the provisions of Clause 6 below and applicable Law, all decisions Shareholders signing such resolution. A facsimile copy of the Shareholders resolution signed by a Shareholder shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment acceptable evidence that such resolution has been signed by the Shareholder whose signature appears on that facsimile; provided always that such Shareholder shall have signed the original copy of the resolution and such original copy shall be retained in the records of the Company as specified in the Companies Act. Should a written resolution circulated to all Shareholders not be signed by all the Shareholders. The Shareholders expressly agree , such resolution shall be of no force or effect and undertake at all times the matter or matters which are the subject of such written resolution shall be referred to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this AgreementShareholders’ meeting for consideration. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 7.1 The Board may convene number of Shareholders necessary to form a General Meeting. 5.2 Subject to the provisions of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for the transaction of business at a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made two (2) Shareholders present personally or by simple majority representative, attorney or proxy, and shall include each of all outstanding Equity SharesSCL and Wuxi CRM, whether present by representative, attorney or proxy. All matters raised at a meeting of the Shareholders shall, unless otherwise required by the Companies Act or the Articles or Clause 12, be decided by ordinary resolution of the Shareholders present at the meeting. 5.8 Each Shareholder agrees 7.2 If within half an hour from the time appointed for holding the meeting a quorum is not present, the meeting shall be adjourned to exercise its voting rights seven (7) days thereafter at the same time and place and no notice need be given to the Shareholders in relation to such adjourned meeting. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the member or members present at such adjourned meeting shall be the quorum. 7.3 Unless longer notice is required by law, at least fourteen (14) days’ (or such period of notice as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment may be agreed by the Shareholders) prior written notice of meetings of the Shareholders shall be given to each Shareholder at such address as it shall from time to time notify MAT for this purpose. Each notice of general meeting shall specify the date, time and place of the meeting and the agenda of the business to be discussed at such meeting and shall include such other documents as are necessary to prepare the Shareholders for any such meeting. 7.4 Subject always to Clause 12, a resolution in writing executed by all the Shareholders for the time being entitled to receive notice of a meeting of the Shareholders shall be as valid and effectual as if it had been passed at a meeting of the Shareholders duly convened and held. Any such resolution may consist of several documents in like form each executed by one (1) or more Shareholders. The Shareholders expressly agree expression “in writing” and undertake at all times to exercise their voting rights, “executed” include approval by electronic mail or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreementfacsimile transmission. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 All shareholders' meetings shall comply with the following provisions: (1) The Board may convene a General Meeting. 5.2 Subject to the provisions of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shareholders' meetings include regular meetings and extraordinary meetings. The regular meetings shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Days, timely held in accordance with the provisions Articles of applicable Law; providedAssociation. Where an extraordinary meeting is proposed by the shareholders representing 1/10 or more of the voting rights, howeveror by 1/3 or more of the directors or supervisors, that any the extraordinary meeting shall be held; (2) When convening a shareholders’ meeting, a written notice period shorter than twenty-one (21) Business Days shall require be sent to all shareholders at least 15 days prior to the prior consent meeting by the convener. A shareholders' meeting may be effectively held only when the shareholders representing at least 2/3 of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice all voting rights of each General Meeting shall include an agenda setting out the business proposed to be transacted at Company attend the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled and the shareholders may vote at the General Meeting.shareholders' meeting in proportion to their capital contribution respectively. Where a shareholder is unable to attend the shareholders' meeting, he/she/it may, by a written proxy, delegate another person to attend the meeting for his/her/its behalf, and the proxy may duly exercise the powers stated in the written proxy; 5.4 (3) The quorum for a General Meeting shareholders' meetings shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative convened and presided over by the chairman of the Investor board of directors. Where the chairman is unable to convene and one (1) representative representing both TTSL preside over a meeting, the majority of directors shall jointly elect a director to convene and TSL (preside over the “Shareholder Meeting Quorum”)meeting. If Where the Shareholder Meeting Quorum board of directors is not present within thirty (30) minutes from the time when the meeting should have begun, unable to or if during the meeting there is no longer fails to perform its duty for convening a Shareholder Meeting Quorumshareholders’ meeting, the meeting shall automatically be adjourned convened and presided over by the supervisor. Where the supervisor is unable to or refuses to convene and preside over the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meetingmeeting, the representatives present (which must include the representative shareholders representing more than 1/3 of the Investorvoting rights may convene and preside over the meeting; (4) shall constitute Notwithstanding any other provisions hereof, where any matter to be resolved is agreed by the quorum for such Adjourned General MeetingCompany's shareholders in writing, andthe resolution may be directly adopted without convening a shareholders' meeting, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding provided that the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect signed by all shareholders; (5) The reasonable traveling and accommodation costs incurred from attendance of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated shareholders' meeting by the Shareholder without whose Consent such Affirmative Vote Matter cannot shareholders or their representatives shall be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to borne by the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 The Board may convene (a) GRB shall cause a General Meeting. 5.2 Subject meeting of its shareholders for the purpose of acting upon this Agreement to be held at the provisions of applicable Lawearliest practicable date after the Agreement Date, but no later than sixty (60) days after the Agreement Date. GRB shall send to its shareholders, at least twenty-one thirty (2130) Business Days written days prior to such meeting, notice of every General Meeting such meeting together with the GRB Proxy Statement, which shall include a copy of this Agreement and a copy of those portions of the IBCA governing the rights of dissenting shareholders that are required by the IBCA to be given included with the special meeting notice. GRB shall provide Parent with a reasonable opportunity to all Shareholders at their usual addressreview and comment on the GRB Proxy Statement and shall not mail the GRB Proxy Statement without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed). GRB and its board of directors shall recommend to shareholders the approval of this Agreement and the Merger and shall solicit proxies voting only in favor thereof from the GRB Shareholders, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Daysand GRB and its board of directors shall not withdraw, modify or change, in accordance with any manner adverse to Parent, or publicly announce its intent to withdraw, modify or change, in any manner adverse to Parent, such recommendation of this Agreement and the provisions of applicable LawMerger; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent GRB shall not be unreasonably delayedrequired to make the recommendation required by this Section, conditioned and shall be permitted to withdraw, modify or withheldchange such recommendation, if the board of directors of GRB determines, in good faith, that the exercise of its fiduciary duties to the GRB Shareholders under applicable law, as advised by its counsel, so requires. For the avoidance of doubt, the parties acknowledge that the failure of GRB to comply with the provisions of this Section shall be deemed to have a Material Adverse Effect on GRB on a consolidated basis and on Parent’s rights under this Agreement. 5.3 The notice (b) GRB shall cause GR Bank to cause a meeting of each General Meeting shall include an agenda setting out GR Bank’s shareholders for the business proposed purpose of acting upon the Bank Merger Agreement to be transacted held at the meetingearliest practicable date after the Agreement Date, together with copies of all relevant papers connected therewith and/or proposed but no later than sixty (60) days after the Agreement Date. GRB shall cause GR Bank to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Lawsend to its shareholders, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes days prior to such meeting, notice of such meeting together with the Bank Proxy Statement, which shall include a copy of the Bank Merger Agreement and a copy of those portions of the NBA governing the rights of dissenting shareholders that are required by the NBA to be included with the special meeting notice. GRB shall cause GR Bank to provide Parent with a reasonable opportunity to review and comment on the Bank Proxy Statement and shall cause the Bank not to mail the Bank Proxy Statement without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed). GRB shall cause the board of directors or GR Bank to recommend to GR Bank’s shareholders the approval of this the Bank Merger Agreement and the Bank Merger and shall solicit proxies voting only in favor thereof from the time when the meeting should have begunGR Bank Shareholders, and GRB cause GR Bank and GR Bank’s board of directors not to withdraw, modify or change, in any manner adverse to Parent, or if during the meeting there is no longer a Shareholder Meeting Quorumpublicly announce its intent to withdraw, the meeting shall automatically be adjourned modify or change, in any manner adverse to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General MeetingParent, the representatives present (which must include the representative such recommendation of the Investor) shall constitute Bank Merger Agreement and the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meetingBank Merger; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder GRB shall not be deemed required to have approved cause the relevant Affirmative Vote Matter. 5.6 The chairman board of directors of GR Bank to make the recommendation required by this Section, and shall permit it to withdraw, modify or change such recommendation, if the board of directors of GR Bank determines, in good faith, that the exercise of its fiduciary duties to the GR Bank Shareholders under applicable law, as advised by its counsel, so requires. GRB agrees to vote its shares of GR Bank Common Stock in favor of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions approval of the Shareholders shall be made by simple majority Bank Merger Agreement and the Bank Merger. For the avoidance of all outstanding Equity Shares. 5.8 Each Shareholder agrees doubt, the parties acknowledge that the failure of GRB to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not Section shall be deemed to have a Material Adverse Effect on GRB on a consolidated basis and shall not enter into any voting trusts, on Parent’s rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of under this Agreement.

Shareholders Meetings. 5.1 The Board may convene a General Meeting. 5.2 Subject to the provisions of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect The Company shall, concurrently with or promptly after the later of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of such time as the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, SEC confirms that it has no further comments on the Schedule 13E-3 and (y) the decision date the Company has declared the Special Dividend in accordance with Section 7.15(d), (either approval or disapproval i) establish a record date for determining shareholders of the concerned Affirmative Vote MatterCompany entitled to vote at the shareholders’ meeting, (ii) with the assistance of such Shareholder has also not been communicated in writing Parent and Merger Company, prepare and mail or cause to be mailed or otherwise disseminate the Proxy Statement to the Company prior holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K to the Adjourned General MeetingSEC), then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman including Shares represented by ADSs, as of the Board shall preside as chairman record date established for the shareholders’ meeting (the “Company Shareholders’ Meeting”), for the purpose of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote voting upon the authorization and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions approval of this Agreement, including, without limitation, to support the appointment Plan of a Director proposed for appointment by Merger and the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each ShareholderTransactions, including the InvestorMerger, agrees that it has not and (iii) instruct or otherwise cause the Depositary to (A) fix the record date established by the Company for the Company Shareholders’ Meeting as the record date for determining the holders of ADSs who shall not enter into any be entitled to give instructions for the exercise of the voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect pertaining to the voting or transfer of any of its Equity Shares except represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with the provisions instructions of such corresponding Record ADS Holders. Without the consent of Parent and Merger Company, authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, shall be the only matter (other than procedural matters) to be proposed to be voted upon by the shareholders of the Company at the Company Shareholders’ Meeting. (b) Subject to this Section 7.02, Section 7.04(d) and Section 7.04(e), the Company Board shall recommend to holders of the Shares that they authorize and approve this Agreement, the Plan of Merger and the Transactions, including the Merger, and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing sentence, the Company agrees that, unless this Agreement is validly terminated in accordance with Article IX, its obligations pursuant to this Section 7.02 (including its obligations to call, give notice of, convene and hold the Company Shareholders’ Meeting and to solicit from its shareholders proxies, in each case, in accordance with this Section 7.02) shall not be affected by the commencement, public proposal, public disclosure, announcement, communication or submission to the Company or any other person of any Competing Transaction, or by any Change in the Company Recommendation. The Company shall use its reasonable best efforts to solicit from its shareholders proxies in relation to the Company Shareholders’ Meeting. (c) The Company shall duly convene and hold the Company Shareholders’ Meeting as soon as reasonably practicable following the mailing of the Proxy Statement, unless this Agreement is validly terminated in accordance with Article IX. Notwithstanding anything to the contrary contained in Section 7.02(b), after consultation in good faith with the Buyer Group, the Company may recommend the adjournment of the Company Shareholders’ Meeting to its shareholders (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Shares within a reasonable amount of time in advance of the Company Shareholders’ Meeting, (ii) as otherwise required by applicable Law, or (iii) if as of the time for which the Company Shareholders’ Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting. If the Company Shareholders’ Meeting is adjourned, unless this Agreement is validly terminated in accordance with Article IX, the Company shall convene and hold the Company Shareholders’ Meeting as soon as reasonably practicable thereafter.

Shareholders Meetings. 5.1 The Board may convene a General Meeting. 5.2 9.1 Subject to the provisions of applicable Lawthe Companies Act in relation to special resolutions, at least twenty-one (21) Business Days written notice a quorum for all Shareholders’ meetings of every General Meeting Holdco shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened present in person or by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”)proxy. If the Shareholder Meeting Quorum a quorum is not present within thirty (30) 15 minutes from of the time when commencement of the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorummeeting, the meeting in question shall automatically be adjourned to the same venue on the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Lawweek, or if that day is not a Business Day, then to the immediately following Business Day. Notice of such adjournment shall be given to the Shareholders. If the Shareholder Meeting Quorum at such adjourned meeting, a quorum is not present at an Adjourned General Meetingwithin 15 minutes of the commencement of such adjourned meeting: 9.1.1 in circumstances where there shall be only two Shareholders, the representatives present (which must include the representative of the Investor) Shareholder who shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning such adjourned meeting shall irrevocably and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not unconditionally be deemed to have approved appointed the relevant Affirmative Vote Matter.Shareholder who shall so be present, as the agent and proxy for and on behalf of such absent Shareholder, on the basis that such agent and proxy shall vote against all resolutions proposed at such adjourned meeting; and 5.6 The chairman 9.1.2 in circumstances where there shall be more than two Shareholders, the Shareholder/s present at such adjourned meeting (if any) shall constitute a quorum for purposes of conducting all the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and business for which the meeting was originally convened; provided that any resolutions proposed at such adjourned meeting shall, subject to the provisions of Clause 6 below clause 19, only be validly and applicable Law, all effectively passed if Shareholders collectively holding at least 51% of the entire issued ordinary share capital of Holdco are present or represented at such meeting and vote in favour of such resolutions. 9.2 The chairperson of a Shareholders’ meeting shall be a Director appointed for that purpose by the Shareholder who holds the greatest number of Shares amongst those Shareholders present at the meeting. 9.3 All decisions of the Shareholders shall, subject to the provisions of the Companies Act and the provisions of clause 19, be taken by a majority of votes exercisable on a poll. 9.4 Subject to the provisions of the Companies Act, a resolution in writing circulated to all the Shareholders and signed by all the Shareholders shall be made as valid and effectual as if such resolution had been passed at a Shareholders’ meeting duly convened and held; provided that none of the Shareholders shall have specified in the written resolution that it is against such resolution. Any such resolution may consist of several documents in like form, each signed by simple majority one or more of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Unless the contrary is stated therein, any such resolution shall be deemed to have been passed on the date of the latest signature by the Shareholders expressly agree signing such resolution. A facsimile copy or a scanned email copy of a resolution signed by a Shareholder shall be acceptable evidence that such resolution shall have been signed by the Shareholder whose signature appears on that facsimile or scanned email copy. Should a written resolution circulated to all the Shareholders not be signed by all of the Shareholders, such resolution shall be of no force or effect and undertake at all times the matter or matters which are the subject of such written resolution shall be referred to exercise their voting rights, or a Shareholders’ meeting for consideration. 9.5 Subject to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of the Companies Act, provided that proper notice as contemplated in this Agreement. 5.9 Each ShareholderAgreement shall have been given or waived, including the Investormeetings of Shareholders may be held by means of such telephone, agrees that it has not and shall not enter into any voting trustsvideo, rights of pre-emption, shareholder agreements, proxies electronic or other agreements or understandings communication facility as permits all Shareholders participating in the meeting to communicate with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreementeach other simultaneously and instantaneously.

Shareholders Meetings. 5.1 (a) The Board may Company shall, concurrently with or promptly after such time as the SEC confirms that it has no further comments on the Schedule 13E-3, (i) take all actions required under the CICA, the memorandum and articles of association of the Company and the applicable requirements of NASDAQ necessary to duly call, give notice of, convene and hold a General shareholder meeting, (ii) with the assistance of Parent and Merger Sub, prepare and mail or cause to be mailed or otherwise disseminate the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K to the SEC), including Shares represented by ADSs, as of the record date established for the shareholders’ meeting (the “Company Shareholders’ Meeting”), for the purpose of voting upon the authorization of the Plan of Merger, and (iii) instruct or otherwise cause the Depositary to (A) fix the record date established by the Company for the Company Shareholders’ Meeting as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Without the consent of Parent and Merger Sub, authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, shall be the only matter (other than procedural matters) to be proposed to be voted upon by the shareholders of the Company at the Company Shareholders’ Meeting. 5.2 (b) Subject to this Section 6.02, the provisions Company Board shall recommend to holders of applicable Lawthe Shares that they authorize and approve this Agreement, at least twenty-one the Plan of Merger and the Transactions, including the Merger, and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing sentence, the Company agrees that, unless this Agreement is validly terminated in accordance with Article VIII, its obligations pursuant to this Section 6.02 (21) Business Days written including its obligations to call, give notice of every General of, convene and hold the Company Shareholders’ Meeting shall be given and to all Shareholders at their usual addresssolicit from its shareholders proxies, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Daysin each case, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21this Section 6.02) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayedaffected by the commencement, conditioned public proposal, public disclosure, announcement, communication or withheld. 5.3 submission to the Company or any other person of any Competing Transaction, or by any Change in the Company Recommendation. The notice of each General Meeting Company shall include an agenda setting out use its reasonable best efforts to solicit from its shareholders proxies in relation to the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Company Shareholders’ Meeting. 5.4 (c) The quorum for a General Company shall duly convene and hold the Company Shareholders’ Meeting shall be as soon as reasonably practicable following the mailing of the Proxy Statement, unless this Agreement is validly terminated in accordance with Article VIII. Notwithstanding anything to the contrary contained in Section 6.02(b), after consultation in good faith with the Buyer Group, the Company may recommend the adjournment of the Company Shareholders’ Meeting to its shareholders (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Shares within a reasonable amount of time in advance of the Company Shareholders’ Meeting, (ii) as otherwise required by applicable Law, provided that it shall comprise at least one or (1iii) representative if as of the Investor and one time for which the Company Shareholders’ Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (1in person or by proxy) representative representing both TTSL and TSL (to constitute a quorum necessary to conduct the “Shareholder Meeting Quorum”)business of the Company Shareholders’ Meeting. If the Shareholder Company Shareholders’ Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begunadjourned, or if during the meeting there unless this Agreement is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) validly terminated in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General MeetingArticle VIII, the representatives present (which must include the representative of the Investor) Company shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law convene and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to hold the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote MatterShareholders’ Meeting as soon as reasonably practicable thereafter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 The Section 2.1. All meetings of the shareholders shall be held at such time and place as may be fixed from time to time by the Board may convene a General Meetingof Directors. 5.2 Subject Section 2.2. The annual meeting of the shareholders shall be held no later than the thirtieth (30th) day of May in each year, when they shall select a Board of Directors and transact such other business as may properly be brought before the meeting, on such date and at such time as the Board of Directors shall determine. Section 2.3. Special meetings of the shareholders may be called at any time by the chairman of the Board, the President, a majority of the Board of Directors or of its Executive Committee. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the secretary to fix the provisions date of applicable Lawthe meeting, to be held not more than sixty (60) days after the receipt of the request and to give due notice thereof. If the secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so. Section 2.4. Written notice of all meetings, other than adjourned meetings of shareholders, stating the place, date and hour, and, in case of special meetings of shareholders, the purpose thereof, shall be served upon, or mailed, postage prepaid, or telegraphed, charges prepaid, at least twenty-ten days before such meeting, unless a greater period of notice is required by statute or by these Bylaws, to each shareholder entitled to vote thereat at such address as appears on the transfer books of the Corporation. Section 2.5. The officer presiding over a shareholders’ meeting shall have any and all powers and authority necessary, in such officer’s sole discretion, to conduct an orderly meeting, preserve order and determine any and all procedural matters. The officer presiding over a shareholders’ meeting may also establish such rules and regulations for the conduct of the meeting as such officer may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting, including the ability to impose reasonable limits on the amount of time at the meeting taken up in remarks by any one shareholder or group of shareholders. In addition, until the business to be completed at a meeting of shareholders is completed, the officer presiding over the shareholders’ meeting is expressly authorized to temporarily adjourn and postpone the meeting from time to time subject to any limitations for adjournment specified elsewhere in these bylaws. (21a) Business Days Except as otherwise provided by law or in these bylaws, or except as permitted by the presiding officer of the meeting in the exercise of such officer’s sole discretion in any specific instance, the business which shall be voted upon or discussed at any annual or special meeting of the shareholders shall (i) have been specified in the written notice of every General Meeting shall the meeting (or any supplement thereto) given by the Corporation, (ii) be brought before the meeting at the direction of the Board of Directors, or (iii) in the case of an annual meeting of shareholders, have been specified in a written notice given to all Shareholders at their usual address, provided always that the Corporation by or on behalf of any shareholder who shall have been a General Meeting may shareholder of record on the record date for such meeting and who shall continue to be convened by a notice shorter than twenty-one entitled to vote thereat (21) Business Daysthe “Shareholder Notice”), in accordance with all of the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheldrequirements set forth below. 5.3 The notice (b) Each Shareholder Notice must be delivered to, or mailed and received at, the principal executive offices of each General Meeting shall include the Corporation addressed to the attention of the President or Secretary (i) in the case of an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum annual meeting that is called for a General Meeting shall be in accordance with applicable Law, provided date that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from days before or after the time when anniversary date of the immediately preceding annual meeting should have begunof shareholders, not less than sixty (60) days nor more than ninety (90) days prior to such anniversary date, provided, that a proposal submitted by a shareholder for inclusion in the Corporation’s proxy statement for an annual meeting which is appropriate for inclusion therein and otherwise complies with Securities Exchange Act of 1934 Rule 14a-8 (including timeliness), or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 belowany successor rule, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved also been submitted timely pursuant to these by laws and (ii) in the relevant Affirmative Vote Matter. 5.6 The chairman case of an annual meeting that is called for a date that is not within thirty (30) days before or after the anniversary date of the Board immediately preceding annual meeting, or in the case of a special meeting, not later than the close of business on the fifth (5th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date (which shall preside include disclosure of the meeting date given to a national securities exchange or the Financial Industry Regulatory Authority) was made. Each such Shareholder Notice must set forth (i) the name and address of the shareholder who intends to bring the business before the meeting (“Proposing Shareholder”); (ii) the name and address of the beneficial owner, if different than the Proposing Shareholder, or any of the shares of the Corporation which are owned of record and beneficially by the Proposing Shareholder and the number which are owned beneficially by any beneficial owner; (iii) any interest (other than an interest solely as chairman a shareholder) which the Proposing Shareholder or a beneficial owner has in the business being proposed by the Proposing Shareholder; (iv) a description of all General Meetings. 5.7 Each Equity Share shall carry one arrangements and understandings between the Proposing Shareholder and any beneficial owner and any other person or persons (1naming such person or persons) vote and subject pursuant to which the provisions of Clause 6 below and applicable Law, all decisions proposal in the Shareholder Notice is being made; (v) a description of the Shareholders shall business which the Proposing Shareholder seeks to bring before the meeting, the reason for doing so and, if a specific action is to be made proposed, the text of the resolution or resolutions which the Proposing Shareholder proposes that the Corporation adopt; and (vi) a representation that the Proposing Shareholder is at the time of giving the Shareholder Notice, was or will be on the record date for the meeting, and will be on the meeting date a holder of record of shares of the Corporation entitled to vote at such meeting, and intends to appear in person or by simple majority of all outstanding Equity Shares. 5.8 Each proxy at the meeting to bring the business specified in the Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement Notice before the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholdersmeeting. The Shareholders expressly agree and undertake at all times presiding officer of the meeting may, in such officer’s sole discretion, refuse to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at acknowledge any General Meeting hereunder business proposed by a shareholder which the presiding officer determines is not made in a manner that shall give effect to and comply compliance with the provisions of this Agreementforegoing procedure. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 The Board may 3.4.1 Pixium shall convene a General Meetingshareholders’ meeting to approve the Contribution to be held within three (3) months from the date hereof. All the resolutions regarding the Contribution submitted to the vote of these shareholders’ meetings will (i) be substantially identical to those set forth in Schedule 3.4.1 (the “Pixium Shareholder Matters”) and (ii) provide that the completion of such transactions remains subject to the satisfaction or waiver of the Conditions Precedent to the Contribution. 5.2 Subject 3.4.2 The Company shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the Company’s shareholders (the “Company Shareholders’ Meeting”) for the purpose of seeking approval of the matters set forth in Schedule 3.4.2 (the “Company Shareholder Matters”). The Company shall take reasonable measures to ensure that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the provisions contrary contained herein, if on the date of applicable Lawthe Company Shareholders’ Meeting, at least twenty-or a date preceding the date on which the Company Shareholders’ Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies sufficient to obtain the Required Company Shareholder Vote, whether or not a quorum would be present or (ii) it will not have sufficient shares of Company Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders’ Meeting as long as the date of the Company Shareholders’ Meeting is not postponed or adjourned more than an aggregate of forty five (2145) Business Days written notice calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. Nothing contained in this Agreement shall prohibit the Company or its board of every General Meeting shall be given directors from (i) complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, (ii) issuing a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act, or (iii) otherwise making any disclosure to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Daysthe Company’s shareholders if, in accordance the case of the foregoing clause (iii), the Company’s board of Exhibit 2.1 directors determines in good faith, after consultation with the provisions of applicable Law; provided, howeverits outside legal counsel, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not failure to make such disclosure would reasonably be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed expected to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance inconsistent with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with including its fiduciary duties under applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 The 10.1. A general meeting may be convened by: 10.1.1. the Board; or 10.1.2. by any Shareholder or group of Shareholders whose aggregate Equity Proportion is not less than 20% (twenty percent), in the same manner as nearly as possible as that in which meetings of the Board may convene a General Meeting. 5.2 Subject to the provisions of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a directors, save for any specified period of notice shorter than twenty-one (21) Business Days, in accordance with required by the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheldAct. 5.3 The notice 10.2. Unless otherwise determined by the Board, meetings of each General Meeting Shareholders shall include an agenda setting out the be held in Windhoek, Namibia. 10.3. No business proposed to shall be transacted at the meetingany general meeting unless a quorum, together with copies consisting of all relevant papers connected therewith and/or proposed to be placed before Shareholders (present in person or tabled by proxy), is present at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begunproceeds to business. 10.4. Notwithstanding anything to the contrary in this Agreement, or if during the Shareholders shall meet once every year. Where possible, the auditor shall be present at the meeting. 10.5. If within 30 (thirty) minutes after the time appointed for the meeting there a quorum is no longer a Shareholder Meeting Quorumnot present, the meeting shall automatically be stand adjourned to a time and place, not less than 7 (seven) business days hence, determined by the same day in Shareholders or their representative present at the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum meeting, and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the meeting, the Shareholders or their representatives present at the meeting shall constitute a quorum, provided that notice of the adjourned meeting has been given to the Shareholders not present at the first meeting. 10.6. Save for special resolutions under any relevant legislation, and for Reserved Shareholder Matters, a resolution in writing received by all the Shareholders and signed by those Shareholders constituting a quorum, (other than a quorum at an Adjourned General Meeting, the representatives present (which must include the representative of the Investoradjourned meeting) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 belowpassed by an Ordinary Majority, shall be entitled to vote as valid and pass resolutions effectual as if it had been passed at a meeting of Shareholders duly convened and held and may consist of several documents in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case like form each signed by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any one or more of the Affirmative Vote Matters Shareholders. For the purpose of this clause: 10.6.1. unless otherwise stated in the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passedresolution, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder it shall not be deemed to have approved been passed on the relevant Affirmative Vote Matterdate upon which it was signed by the last signatory; 10.6.2. a resolution shall be deemed to have been signed if consent thereto has been given in a message transmitted by telefax or electronic mail, and purporting to emanate from the person whose signature to such resolution is required. 5.6 10.7. The chairman of the Board shareholders’ meeting, shall preside as chairman of all General Meetingsbe chosen from the Shareholders present in person or by proxy. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions 10.8. Decisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with number of votes, which is in turn equal to the provisions number of this Agreementshares held by any Shareholder at that moment in time.

Shareholders Meetings. 5.1 11.2.1 The Board may convene number of Shareholders necessary to form a General Meeting. 5.2 Subject to the provisions of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for the transaction of business at a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made two Shareholders (including the Investor and the Parent) present personally or by representative, attorney or proxy. All matters raised at a meeting of the Shareholders shall, unless otherwise required by the Companies Act or Section 11.3, be decided by ordinary resolution of the Shareholders present at the meeting. 11.2.2 If within half an hour from the time appointed for holding the meeting a quorum is not present, the meeting shall be adjourned to 14 days thereafter at the same time and place with the same agenda. Written notice specifying the date, place and time of the adjourned meeting shall be given to each Shareholder not less than five business days prior to such adjourned meeting. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, any two Shareholders present at such adjourned meeting shall be the quorum. 11.2.3 Matters arising at any general meeting of Shareholders shall be decided by a simple majority of all outstanding Equity Sharesvotes cast, save as may otherwise be required under the Companies Act or Sections 11.3 and 11.5.4. The number of votes of each Shareholder shall be computed based on its Shareholding Percentage 48 hours before the date of the relevant general meeting of the Company. 5.8 Each Shareholder agrees 11.2.4 Subject to exercise its voting rights the Articles, the Companies Act and Sections 11.3 and 11.5.4, a resolution in writing signed by all Shareholders shall be as valid and effectual as if it had been a Shareholder to fully resolution passed at a general meeting of the Shareholders duly convened and effectually implement held, and may consist of several documents in the spirit, intent and specific provisions like form each signed by one or more Shareholders. For the purposes of this AgreementSection, including"IN-WRITING" and "SIGNED" shall include approval by telex, without limitationcable, telegram, electronic mail, wireless or facsimile transmission. Any such resolution sent by facsimile or electronic mail transmission shall be valid and deemed to support have been duly sent on the appointment date of a Director proposed for appointment transmission provided that the original signed copy thereof is sent by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, courier or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of by pre-emption, shareholder agreements, proxies or other agreements or understandings with respect paid registered post to the voting or transfer Company at its registered address within 24 hours of any of its Equity Shares except in accordance with the provisions of this Agreementtransmission.

Shareholders Meetings. 5.1 4.1 The Board may convene a General Meeting. 5.2 Subject Shareholders shall use all reasonable endeavours to procure that their respective representatives attend each meeting of the provisions members of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always the Company and that a General Meeting may be convened by a notice shorter than twenty-one quorum (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21contained in the Articles) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheldis present throughout each such meeting. 5.3 The notice of each General Meeting 4.2 If within 1 hour from the time appointed for a general meeting a quorum is not present, the meeting shall include an agenda setting out be adjourned to the business proposed to be transacted next day, or as soon as otherwise practicable at the same time and place or such other place, date and time as the Shareholders shall agree and each Shareholder shall be notified by the Company by any form of notice in writing permitted by clause 30 of the date, time and place of the adjourned meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled . If at the General Meeting. 5.4 The adjourned meeting a quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from 1 hour of the time when appointed for the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorummeeting, the meeting Shareholders present shall automatically constitute a quorum. 4.3 The quorum for the transaction of business at any Shareholders' Meeting shall by one "A" Shareholder and one "B" Shareholder. 5 BUSINESS OF THE COMPANY AND LIMITATION ON THE BOARD'S POWER OF MANAGEMENT ------------------------------------------------------------------------- 5.1 The Shareholders agree that the business of the Company shall be adjourned to the same day in the following week (an “Adjourned General Meeting”) conducted and developed in accordance with applicable Law. If the Shareholder Meeting Quorum is Investor Document as the same may be amended or varied from time to time by the Board. 5.2 The Shareholders shall exercise their powers in the Company to procure that the Company shall not present at an Adjourned General Meeting, the representatives present (which must include the representative transact any of the Investorbusiness described in schedule 4 (Reserved Matters) shall constitute without the quorum for such Adjourned General Meetingprior written approval of each of the Shareholders. If, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless business set out in schedule 4, the quorum prior written approval of one or more of the General Meeting comprises at least one (1) representative nominated by Shareholders is not forthcoming in circumstances where a Shareholder wishes the Shareholder without whose Consent such Affirmative Vote Matter cannot Company to transact the relevant business, then the matter shall be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing referred to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative respective Chief Executives/Managing Directors of the Shareholder whose Consent is required Shareholders for an Affirmative Vote Matters their consideration. If the respective Chief Executives/Managing Directors fail to reach agreement within the Decision Period, the Shareholders shall procure that the relevant business is not present even at an Adjourned General Meeting, transacted and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing clause 12 shall apply. 5.3 Orbittravel shall provide to the Company prior from time to time as required by the Board the services, facilities and personnel referred to in the Management Agreement on the terms set out in the Management Agreement. WTS and Orbittravel also agree to provide such other services to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of Company as the Board shall preside from time to time require on such terms as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority agreed between each of all outstanding Equity Sharesthem respectively and the Board. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 The Board may convene a General Meeting. 5.2 (a) Subject to the provisions Corporations Act and this Agreement, general meetings of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may the Company will be convened by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheldConstitution. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 (b) The quorum for a General Meeting shall be meeting of Shareholders is that number of Shareholder(s) eligible to vote (in accordance with applicable Lawattendance in person, provided that it shall comprise by proxy or other representative) who in aggregate hold at least one (1) representative 67.5% of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”)Shares on issue. If the Company has only one Shareholder, that Shareholder Meeting Quorum constitutes a quorum. If the required quorum is not present at a meeting of Shareholder within thirty (30) 30 minutes from the time when stated in the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorumnotice of meeting, the meeting shall automatically must be adjourned for 5 Business Days to the same day time and place (with each Shareholder being notified of the adjourned meeting) or to another day, time and place agreed in writing by all the Shareholders. (c) Each Share in the following week capital of the Company will entitle the relevant Shareholder to one vote at a general meeting of the Company. (an “Adjourned General Meeting”d) In the event that a Share is held jointly, then the joint owners of the Share must act unanimously in the exercise of any vote of that Share. (e) The Shareholders will have the right to be represented at all general meetings of the Company by a proxy, who need not be a Shareholder of the Company. (f) The Shareholders of the Company may hold meetings by tele-conference or by any other technological means. The Shareholders may also pass resolutions by written circular resolution(s) signed by all shareholders (which may include signing multiple identical counterparts) without a meeting, subject to the resolution being passed in accordance with applicable Law. the Constitution or the Corporations Act. (g) Subject to this Agreement, the Constitution and the Corporations Act, all Shareholders’ resolutions must be passed by: (i) If the Shareholder Meeting Quorum Company has more than two Shareholders, the following matters require the approval of the Shareholders at a general meeting by Special Resolution: (i) amendment of the Constitution; (ii) the commencement of any new business (other than that relating to the Business) or substantially changing the nature of the Business; (iv) sale of the whole or part any material undertaking of the Company or the Business including other than in the ordinary course of the operation of the Business ; (v) the acquisition of any freehold land; (vi) obtaining new or increasing existing external borrowings (being borrowings from any person other than a Shareholder) in excess of $1,000,000; (vii) any matter relating to the encumbering of the Company or any asset thereof; (viii) entering into any transaction which is not present at an Adjourned General Meetingproposed on a commercial “arms’ length” basis or of any unusual or onerous nature or which is outside the ordinary course of business; (ix) the appointment, the representatives present (which must include the representative dismissal or removal of any director of the InvestorCompany other than appointments made pursuant to clause 4.2(c); (x) shall constitute any agreement between the quorum for such Adjourned General Meeting, and, subject to applicable Law Company and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless Shareholders not otherwise entered in the quorum ordinary course of business; (xi) the issue of Shares or a change in share capital of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except than in accordance with the provisions of this Agreement; (xii) the issue of new securities in the Company other than Shares, other than options over Shares issued to employees or consultants not exceeding 10% of the issued Share capital of the Company; (xiii) employee arrangements that differ to the normal employment terms agreed by the Company; (xiv) the appointment or removal of the Auditor; (xv) the appointment or removal of a managing director; and (xvi) winding up of the Company.

Shareholders Meetings. 5.1 (a) All Shareholder’s Meetings shall be convened by the Directors. One or more of the Major Investors in the case of sub-paragraph (iii) below can requisition the Directors to hold an extraordinary general meeting. Notice of a meeting shall be made through a written notice to all Shareholders entitled to vote and shall be convened as follows: (i) A general meeting of the Company’s shareholders shall be convened as an annual general meeting once during each Financial Year of the Company, no later than ninety (90) days following the first day of such Financial Year, which meeting shall, inter alia, approve the management accounts of the Company and decide on any Distributions to be made to Shareholders or any other use of the profits of the Company for the preceding Financial Year upon prior approval by the Directors at a meeting of the Directors; (ii) extraordinary general meeting of the Shareholder’s may be convened at any time if the interests of the Company so require, and the Directors are requisitioned by such Shareholder(s) to convene such meeting; and (iii) each of the Major Investors may request that an extraordinary general meeting of the Shareholder’s be held to discuss the matters set forth in Section 2.4 (Supermajority Voting Requirements). (b) Written notice of each Shareholder’s Meeting shall be given to all Shareholders entitled to vote. Unless otherwise agreed by all Shareholders, such written notice shall: (i) be sent to the address notified from time to time by each Shareholder at least (A) twenty (20) Business Days in advance of the general meeting and (B) five (7) Days in advance of each extraordinary general meeting; (ii) attach an agenda setting out in detail the items of business proposed to be transacted at such each Shareholder’s Meeting together with necessary information and supporting documents; provided, that in the case of any extraordinary meeting, if such information and supporting documents are not available at the time such notice and agenda are delivered, they may be provided subsequently but no later than three (3) Business Days before such extraordinary general meeting; and (iii) specify the date, time and venue of such each Shareholder’s Meeting, which venue shall be the main office of the Company unless a different venue is agreed with the consent of all Directors. (c) No business shall be transacted at any Shareholder’s Meeting other than that specified in the notice provided for in Section 2.3(b) above without the prior consent of all Shareholders entitled to vote present at each respective meeting. (d) The Board may convene a General Meetingshall provide the Company’s audited Financial Statements to all Shareholders at least fifteen (15) Business Days before the Shareholders Meeting which is held to approve and adopt such audited Financial Statements. 5.2 (e) The quorum for a duly convened Shareholders Meeting shall be Shareholders, present in person, by proxy or by telephone or video conference or similar electronic means, holding Shares of the Company representing more than fifty percent (50%) of the voting Shares of the Company then outstanding. Subject to the provisions of this Agreement, including, for the avoidance of doubt, the provisions set forth in Sections 2.4 (Supermajority Voting Requirements), resolutions may be passed at a Shareholders Meeting by a vote of majority of the voting Shares of the Company held by Shareholders present at such Shareholders Meeting, except if any of the resolutions put forth before the Shareholders to be voted at the Shareholder’s Meeting, require the approval by way of a Special Resolution, as applicable Lawunder Cayman Islands law. (f) In the absence of a valid quorum at a Shareholders Meeting, at least twenty-one such Shareholders Meeting shall be adjourned to the same time and place not earlier than ten (2110) Business Days written but no later than twenty (20) Business Days thereafter as the chairman (if appointed) or an officer of the Company may determine. The quorum requirements set out in Section 2.3(e) above shall also be applicable at such adjourned meeting; provided, that if two (2) consecutive meetings of which notice of every General Meeting has been duly given in accordance with Section 2.3(b) above or this Section 2.3(f) are inquorate, the quorum for the next meeting shall be given reduced to Shareholders holding at least forty percent (40%) of the voting Shares of the Company then outstanding. For the avoidance of doubt, this Section 2.3(f) is not intended to, and shall not be interpreted to, limit or modify the approval requirements under Section 2.4 (Supermajority Voting Requirements) in any respect. (g) No resolution shall be deemed to have been duly passed by the Shareholders by circulation or written consent unless the resolution has been circulated in draft form, together with all information required to make a fully-informed, good faith decision with respect to such resolution and appropriate documents required to evidence passage of such resolution, if any, to all Shareholders at their usual address, provided always that a General Meeting may be convened and has been unanimously approved in writing by a notice shorter than twenty-one those Shareholders which are entitled to vote on such resolution. (21h) Business Days, in accordance with the The provisions of applicable Law; providedthis Section 2.3 shall apply, howevermutatis mutandis, that to meetings of any notice period shorter than twenty-one (21) Business Days shall require the prior consent class of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheldShareholders. 5.3 The notice of (i) With respect to each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Shareholders Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, vote represented by each Preferred Share shall be entitled determined on an as-converted to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case Ordinary Shares basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 There shall be an annual meeting of the Shareholders, at such time and place as shall be determined by or in the manner prescribed in the Bylaws, at which the Trustees shall be elected and any other proper business may be conducted. The Board may convene a General Meeting. 5.2 Subject Annual Meeting of Shareholders shall be held after delivery to the provisions Shareholders of applicable Lawthe Annual Report, at least twenty-one (21) Business Days written notice commencing with the fiscal year ending December 31, 1986. Special meetings of every General Meeting Shareholders may be called by the chief executive officer of the Trust or by a majority of the Trustees or of the Independent Trustees and shall be given called by the chief executive officer of the Trust upon the written request of Shareholders holding in the aggregate not less than ten percent (10%) of the total votes authorized to all be cast by the outstanding Shares of the Trust entitled to vote at such meeting in the manner provided in the Bylaws. If there shall be no Trustees, the officers of the Trust shall promptly call a special meeting of the Shareholders entitled to vote for the election of successor Trustees. Notice of any special meeting shall state the purposes of the meeting. The holders of Shares entitled to vote at their usual address, provided always that the meeting representing a General Meeting majority of the total number of votes authorized to be cast by Shares then outstanding and entitled to vote on any question present in person or by proxy shall constitute a quorum at any such meeting for action on such question. Any meeting may be convened adjourned from time to time by a notice shorter than twenty-one (21) Business Daysmajority of the votes properly cast upon the question, without regard to class, whether or not a quorum is present, and, except as otherwise provided in accordance with the provisions Bylaws, the meeting may be reconvened without further notice. At any reconvened session of applicable Law; providedthe meeting at which there shall be a quorum, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to may be transacted at the meetingmeeting as originally noticed. Whenever any action is to be taken by the Shareholders, together with copies it shall, except as otherwise clearly indicated in this Declaration or the Bylaws, be authorized by the affirmative vote of the holders of Shares representing a majority of all relevant papers connected therewith and/or proposed to be placed before or tabled the votes cast at the General Meeting. 5.4 The a meeting at which a quorum for a General Meeting shall be in accordance with applicable Lawis present. At all elections of Trustees, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case voting by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made conducted under the noncumulative method and the election of Trustees shall be by simple the affirmative vote of the holders of Shares representing a majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees the votes cast at a meeting at which a quorum is present. No action required to exercise its voting rights as be taken or which may be taken at any annual or special meeting of Shareholders may be taken without a Shareholder meeting, and the power of Shareholders to fully and effectually implement the spirit, intent and specific provisions of this Agreement, includingconsent in writing, without limitationa meeting, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer taking of any of its Equity Shares except in accordance with the provisions of this Agreementaction is specifically denied.

Shareholders Meetings. 5.1 7.1 The quorum for any meeting of Shareholders shall consist of such Shareholder(s) holding not less than two-thirds (2/3) of the total issued Shares in aggregate, whether present in person or by proxy or representative, provided that such Shareholders present shall include at least one (1) NIP Founder Holdco and at least one (1) VE Founder Holdco. No meeting of the Shareholders may proceed nor transact any business unless a quorum is present at the start of and throughout such meeting. If within twenty (20) minutes of the time appointed for a meeting a quorum is not present, the meeting shall stand adjourned until the same time and place on the same day in the next week and if at such adjourned meeting a quorum is not present within twenty (20) minutes from the time appointed for such adjourned meeting (or such longer interval as the Shareholders present may unanimously agree), the attendance by such Shareholders holding more than fifty-percent (50%) of the total issued Shares in aggregate (whether present in person or by proxy or representative) shall constitute a quorum, provided that such Shareholders present shall include at least one (1) NIP Founder Holdco and at least one (1) VE Founder Holdco. The Shareholders present shall determine a Shareholder's representative who shall preside as chairman of shareholders' meeting at the start of the same, but such chairman shall not have a casting vote in case of an equality of votes. 7.2 The Board may convene a General Meeting. 5.2 Subject any meeting of Shareholders whenever it may deem fit, subject to and in accordance with Applicable Laws and the provisions of applicable LawArticles. Unless otherwise required under Applicable Laws, at least twenty-one (21) Business Days written notice of every General Meeting each Shareholder shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter not less than twenty-one (21) Business Daysdays' written notice of annual general meetings and not less than fourteen (14) days' written notice of all other meetings of Shareholders (or to the extent legally permitted, in accordance with the provisions of applicable Law; provided, however, that any such shorter notice period shorter than twenty-one (21in respect of any particular meeting as may be agreed in writing by all the Shareholders entitled to participate in such meeting) Business Days shall require specifying the prior consent date, time and place of TTSL, TSL, MSIIPL, SMIT the meeting and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted thereat shall be given to each Shareholder. 7.3 Meetings of the Shareholders may be held at two (2) or more places using any technology that enables the Shareholders who are not together at the same place to listen, speak and vote at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved be present at such meeting if such Shareholder (or its proxy or representative) participates by telephone or other electronic means and all Shareholders participating in the relevant Affirmative Vote Mattermeeting are able to hear one another. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject 7.4 Any resolution put to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders vote at a Shareholders' meeting shall be made decided on a poll, such that every Shareholder present (whether in person or by simple majority proxy or representative) shall have one vote for every Share (whether an Ordinary Share or a Preferred Share) of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as which he is a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholdersholder. The Shareholders expressly agree and undertake Subject at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such the quorum requirements set out in Clause 7.1 and Applicable Laws: (a) any Shareholders Ordinary Matter shall be approved at a duly convened Shareholders' meeting by a simple majority of the total voting rights present at the meeting and entitled to be cast on their behalf, such resolution; and (b) any Shareholders Reserved Matter shall be approved at any General Meeting hereunder in a manner that shall give effect duly convened Shareholders' meeting by not less than two-thirds (2/3) of the total voting rights present at the meeting and entitled to and comply with the provisions of this Agreementbe cast on such resolution. 5.9 Each Shareholder7.5 Resolutions of the Shareholders may be passed without a meeting by way of written resolutions, including if they have been approved in writing by all of the InvestorShareholders entitled to vote at a general meeting of the Company. 7.6 As a separate and independent undertaking to the Shareholders, the Company agrees that that, to the extent permissible by Applicable Laws, it has not and shall not enter into carry out any voting trustsOrdinary Board Matters, rights of pre-emptionReserved Board Matters, shareholder agreements, proxies or other agreements or understandings with respect to Shareholders Ordinary Matters and/or Shareholders Reserved Matters without the voting or transfer of any of its Equity Shares except in accordance with the provisions of this AgreementRequisite Approvals.

Shareholders Meetings. 5.1 The Section 2.1 All meetings of the shareholders shall be held within the Commonwealth of Pennsylvania at such time and place as may be fixed from time to time by the Board may convene a General Meetingof Directors. 5.2 Subject Section 2.2 The annual meeting of the shareholders shall be held at such time and place as may be set by the Board of Directors but not later than the thirtieth (30th) day of May in each year, when the shareholders shall elect directors to the provisions Board of applicable Law, at least twenty-one (21) Business Days written notice Directors and transact such other business as may properly be brought before the meeting. Section 2.3 Special meetings of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting the shareholders may be convened called at any time by the Chairman of the Board, the President, a notice shorter than twenty-one (21) Business Daysmajority of the Board of Directors, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least by one (1) representative or more shareholders entitled to cast at least one-fifth of the Investor votes which all shareholders are entitled to cast at the particular meeting. Such requests shall be addressed to the Secretary, shall be signed by the persons making the same, and one shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, the Secretary shall fix the date of such meeting to be held not more than sixty (160) representative representing both TTSL days after the receipt of the request and TSL (shall give due notice thereof. In the “Shareholder Meeting Quorum”). If event of the Shareholder Meeting Quorum is not present Secretary’s failure within thirty (30) minutes from days after the time when receipt of the meeting should have begun, request to fix the date or if during give the meeting there is no longer a Shareholder Meeting Quorumnotice, the meeting shall automatically be person or persons making the request may issue the call. Section 2.4 Written notice of all meetings other than adjourned to meetings of shareholders, stating the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meetingplace, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meetingdate and hour, and, subject to applicable Law and Clause 6 belowin case of special meetings of shareholders, the purpose thereof, shall be served upon, or mailed, postage prepaid, at least ten (10) days before such meeting, unless a greater period of notice is required by statute or by these Bylaws, to each shareholder entitled to vote and pass resolutions in relation to all matters (excluding thereat at such address as appears on the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any transfer books of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote MatterBank. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple majority of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 9.1 The Board may convene a General Meetingparties shall procure that SHAREHOLDERS meetings are held at least once every 12 months unless otherwise agreed by all the parties. 5.2 9.2 Subject to the provisions of applicable Lawthe Companies Act in relation to special resolutions, a quorum for all the SHAREHOLDERS meetings shall be three (3) SHAREHOLDERS, present in person or by proxy, provided that a representative of SHAREHOLDER 1 is present in person or proxy, at least twenty-one the commencement of the meeting. 9.3 If a quorum is not present at a SHAREHOLDER'S meeting within 15 minutes after the time appointed for the meeting to commence, the meeting shall stand adjourned to a date 7 days later (21or, If that day Is not a BUSINESS DAY, the next BUSINESS DAY) Business Days written notice at the same time and venue: provided that if the SHAREHOLDERS agree that the matters to be considered at the meeting are urgent, the meeting shall be adjourned to the following BUSINESS DAY at the same time and venue. If at such adjourned meeting a quorum is not present within 15 minutes after the time appointed for the meeting to commence, the SHAREHOLDERS present shall constitute a quorum. Notice of every General Meeting such adjournment shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened the SHAREHOLDERS by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days facsimile or electronic mail as soon as reasonably possible. No business shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at an adjourned SHAREHOLDERS meeting which was not on the agenda for the original meeting, together with copies . 9.4 SHAREHOLDERS of the COMPANY may participate in and act at any shareholders' meeting through the use of a conference telephone or other communication equipment by means of which all relevant papers connected therewith and/or proposed to be placed before or tabled persons participating in the meeting can hear each other. Participation in such manner shall constitute attendance and presence in person at the General Meetingmeeting by the person or persons so participating. 5.4 The quorum for a General Meeting 9.5 Every effort shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned made to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect reach consensus of any item raised at a meeting of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter SHAREHOLDERS. Where consensus cannot be passed, reached and such representative the matter is present at put the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders SHAREHOLDERS shall be made taken by simple the majority of all outstanding Equity Sharesvotes as if a poll had been demanded and each SHAREHOLDER shall have a vote for each SHARE it holds. 5.8 Each Shareholder agrees to exercise its voting rights as a Shareholder to fully and effectually implement the spirit, intent and specific provisions of this Agreement, including, without limitation, to support the appointment of a Director proposed for appointment by the Shareholders. The Shareholders expressly agree and undertake at all times to exercise their voting rights, or to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply with the provisions of this Agreement. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.

Shareholders Meetings. 5.1 The Board may convene a General Meeting. 5.2 Subject Shareholders shall have the right to vote on such matters as set forth in the provisions of Articles and as provided under applicable Law, at least twenty-one (21) Business Days subject to the limitations set forth in this Agreement. Shareholders shall receive written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld. 5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting. 5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise Shareholders’ meeting at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes days before the scheduled date of such meeting (which notice period may be shortened by written waiver or actual attendance without objection by each Shareholder at such meeting). The Company shall have an annual Shareholders’ meeting within three (3) months from the end of each Fiscal Year. Each Shareholders’ meeting shall be at such time when and place as determined by the Board. Meetings shall be conducted in the English language (with Japanese translation), and minutes of such meetings shall be prepared by the Company in Japanese and English. A quorum shall be deemed to exist for purposes of such meeting so long as Shareholders representing at least a majority of the total number of voting rights owned by all Shareholders are present at such meeting, which must include both the SBG Shareholder and the Tempus Shareholder (or their respective proxies); provided that if a quorum is not present at the meeting should have begunof Shareholders due to the absence of the SBG Shareholder (or its proxy) or the Tempus Shareholder (or its proxy), or if during the meeting there is no longer a Shareholder Meeting Quorum, the such meeting shall automatically be adjourned to the same day in time and place on the following week date that is fifteen (an “Adjourned General Meeting”15) in accordance days after the original meeting date (with applicable Law. If written notice to all Shareholders) and, if at such adjourned meeting on the Shareholder Meeting Quorum same subject and with the same agenda, such quorum is still not present at an Adjourned General Meetingpresent, the representatives present (which must include the representative attendance of the Investor) shall constitute other Shareholders (or their proxies), so long as they hold at least a majority of the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 belowtotal number of voting rights owned by the Shareholders, shall be entitled deemed a quorum. Subject to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party maySection 7.11, at its discretionany action, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis. 5.5 Notwithstanding anything else mentioned herein, (a) no determination or resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, that that such resolution can be passed if the decision of such Party has already been communicated in writing to the Company, and (b) the Parties hereby further agree that if (x) at least one (1) representative of the Shareholder whose Consent is required for an Affirmative Vote Matters is not present even at an Adjourned General Meeting, and (y) the decision (either approval or disapproval of the concerned Affirmative Vote Matter) of such Shareholder has also not been communicated in writing to the Company prior to the Adjourned General Meeting, then (z) such Shareholder shall not be deemed to have approved the relevant Affirmative Vote Matter. 5.6 The chairman of the Board shall preside as chairman of all General Meetings. 5.7 Each Equity Share shall carry one (1) vote and subject to the provisions of Clause 6 below and applicable Law, all decisions of the Shareholders shall be made by simple require the affirmative vote of Shareholders representing at least a majority (or any higher percentage as required under the Companies Act) of all outstanding Equity Shares. 5.8 Each Shareholder agrees to exercise its the voting rights as a carried by Shareholders who are qualified to vote and attend the meeting, which must include both the SBG Shareholder and the Tempus Shareholder (or their respective proxies), and the Shareholders shall not exercise voting rights to fully and effectually implement approve any matter at the spiritShareholders’ meeting if the required quorum is not present. Subject to Section 7.11, intent and specific provisions of any action, determination or resolution permitted or required by applicable Law or this Agreement, including, without limitation, Agreement to support the appointment of a Director proposed for appointment be taken by the Shareholders may be taken without a meeting if a consent in writing (including via e-mail), setting forth the action taken, is signed by all of the Shareholders entitled to vote on such matter. This Section 7.10 shall apply mutatis mutandis to each general meeting of class Shareholders. The Shareholders expressly agree and undertake at all times , which may be required pursuant to exercise their voting rightsthe Companies Act, or for which references in this Section 7.10 to cause their separate representatives or proxies who may exercise such voting rights on their behalf, at any General Meeting hereunder in a manner that shall give effect to and comply the SBG Shareholder will be replaced with the provisions of this AgreementSBG Class A Shareholder. 5.9 Each Shareholder, including the Investor, agrees that it has not and shall not enter into any voting trusts, rights of pre-emption, shareholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of its Equity Shares except in accordance with the provisions of this Agreement.