Common use of DEPOSIT OF OFFERED SHARES AND ESCROW TERM Clause in Contracts

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each Selling Shareholder severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicable. The Share Escrow Agent shall provide written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, and shall instruct the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this Agreement.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each on or prior to the Deposit Date, the Selling Shareholder Shareholders shall severally and not jointly agrees to ensure debit of their respective portion of the Offered Shares from their respective Selling Shareholder Shareholders’ Demat Account Accounts and credit such Offered Shares to the Escrow Demat Account for the purpose of being offered pursuant to the Offer for Sale. The Share Escrow Agent shall confirm credit of all of the Offered Shares on or prior to the Deposit Date, as applicable. The Share from the Selling Shareholders’ Demat Accounts to the Escrow Agent shall provide written confirmation on Demat Account in the form set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within 30 Working Days of the Deposit Date or such other time period as may be mutually agreed to between the Company, each of BRLMs and the Selling Shareholders, and the ManagersShare Escrow Agent shall, upon receipt of instructions in writing from the Selling Shareholders, in a form as set out in Schedule C on E, debit the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the respective Offered Shares from the respective Selling Shareholder Escrow Demat Account and credit them back to the Selling Shareholders’ Demat Account in the same proportion as was originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholders’ Demat Accounts, if the Company and the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC and a new deposit date is determined, the Selling Shareholders shall debit their respective Offered Shares from their respective Selling Shareholders’ Demat Accounts and credit of the such Offered Shares to the Escrow Demat Account shall not be construed again no later than two (2) Working Days prior to the date of the filing of the Red Xxxxxxx Prospectus with the RoC, or deemed as a transfer of title or any legal or beneficial ownership or interest by any of mutually agreed between the Company and the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance consultation with the terms of this AgreementBRLMs, and shall instruct the Depositories to not recognize any transfer of Offered Shares which is not or in accordance with the terms of this Agreement.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each on or prior to the Deposit Date, the Selling Shareholder Shareholders, severally and not jointly agrees jointly, agree to debit their respective portion of the Offered Shares from their respective Selling Shareholder Shareholders’ Demat Accounts and credit such Offered Shares to the Escrow Demat Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders at least 1 (one) Working Day prior to the Deposit Date. The Share Escrow Agent shall provide a written confirmation to the Company and the Selling Shareholders on the credit of all of the Offered Shares from each of the Selling Shareholders’ Demat Accounts to the Escrow Demat Account in the form set forth in Schedule B on the same day and immediately upon the credit of the Offered Shares to the Escrow Demat Account and shall keep the BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within fifteen (15) Working Days from the Deposit Date or such other time period as may be agreed to between the Company and the Selling Shareholders in consultation with the BRLMs, the Share Escrow Agent shall, upon receipt of instructions in writing, in a form as set out in Schedule B1, debit the Offered Shares from the Escrow Demat Account and credit them back to each of the Selling Shareholders’ Demat Account in the same proportion as were originally credited to the Escrow Demat Account by such Selling Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the Selling Shareholders’ Demat Account, if the Company and the Selling Shareholders, desire to file the RHP, the Selling Shareholders shall debit their Offered Shares from their Selling Shareholders’ Demat Account and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicable. The Share Escrow Agent shall provide written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders again in accordance with the terms of this Agreement, and Agreement no later than the revised Deposit Date that shall instruct be communicated to them by the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementCompany.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each Selling Shareholder severally and not jointly agrees to debit their respective portion on receipt of intimation from the Company on the proposed date of filing of the Offered Shares from their respective Selling Shareholder Demat Account RHP, and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicableeach of the Selling Shareholders, severally and not jointly, will ensure that its respective Offered Shares (the quantum, which will be agreed upon by the Company, the Corporate Promoter Selling Shareholders and the Investor Selling Shareholders and which will be communicated to each of the Selling Shareholders by the Company at least two (2) Working Days prior to filing of the RHP) are debited from its respective Selling Shareholders’ Demat Account and such Offered Shares are credited to the Escrow Demat Account. The Share Escrow Agent shall provide written confirmation on confirm credit of all of the Offered Shares from each of the Selling Shareholders’ Demat Account to the Escrow Demat Account in writing in the format set forth in Schedule B immediately upon credit of the Offered Shares to the Escrow Demat Account to and shall keep the Company, each of the Selling Shareholders, Company and the Managers, in a form as set out in Schedule C Book Running Lead Managers copied on the same Working Day on which the Offered Shares have been credited to Escrow Demat Accountsame. It is hereby clarified Provided however that the above-mentioned debit Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within seven (7) Working Days of the Offered Shares from the respective Selling Shareholder Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not or such other time period as may be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of agreed between the Company, the Selling Shareholders in favor of and the Book Running Lead Managers, the Share Escrow Agent or any other Person shall, upon receipt of instructions in writing, in a form as set out in Schedule E2 debit the Offered Shares from the Escrow Demat Account and the Selling Shareholders shall continue to enjoy all the rights attached credit them back to the Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold respective Selling Shareholders’ Demat Account in escrow such Offered Shares the same proportion as were originally credited to the Escrow Demat Account for and on behalf ofby such Selling Shareholder pursuant to this Clause 3.1, and in trust for, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholders’ Demat Account, if the Company and the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, each Selling Shareholder shall debit its respective Offered Shares from its respective Selling Shareholders’ Demat Account and credit such respective Offered Shares to the Escrow Demat Account again no later than two (2) Working Days prior to the date of the filing of the Red Xxxxxxx Prospectus with the RoC (on receipt of intimation from the Company on the proposed date of filing of the RHP), or as mutually agreed between the Company, the Corporate Promoter Selling Shareholders and the Investor Selling Shareholders in accordance consultation with the terms of this Agreement, and shall instruct the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementBook Running Lead Managers.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of (i) confirmation of the opening of the Escrow Demat Account in accordance with Clause 2.2the provisions of this Agreement, and (ii) intimation from the Company of the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders, on or prior to the Deposit Date, each Selling Shareholder Shareholder, severally and not jointly jointly, agrees to debit their its respective portion of the Offered Shares (the quantum, which will be agreed upon by the Company, each of the Selling Shareholders and which will be communicated to each of the Selling Shareholders by the Company at least two (2) Working Days prior to the Deposit Date) from their the respective Selling Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account on or for the purpose of being offered pursuant to the Offer for Sale. The Company shall communicate the date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders (with a copy to the BRLMs), as soon as practicable and at least two (2) Working days prior to the Deposit Date, as applicable. The Share Escrow Agent shall provide written confirmation on confirm to each of the Selling Shareholder credit of the Offered Shares from each of the Selling Shareholders’ Demat Accounts to the Escrow Demat Account along with the transaction statement in the form set forth in Schedule C immediately upon credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and BRLMs copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within seven (7) Working Days of credit of the Offered Shares or such other time period as may be mutually agreed to between the Company, each of BRLMs and the Selling Shareholders, and the ManagersShare Escrow Agent shall, upon receipt of instructions in writing from the Selling Shareholders, in a form as set out in Schedule C on E, debit the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the respective Offered Shares from the respective Selling Shareholder Escrow Demat Account and credit them back to the Selling Shareholders’ Demat Account as were originally credited to the Escrow Demat Account by the Selling Shareholders pursuant to Clause 3.1 and 3.2, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholder’ Demat Accounts, if the Company and the Selling Shareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC and a new deposit date is determined, the Selling Shareholders shall debit their respective Offered Shares from their respective Selling Shareholders’ Demat Accounts and credit of the such Offered Shares to the Escrow Demat Account shall not be construed prior to the date of the filing of the Red Xxxxxxx Prospectus with the RoC (upon receipt of an intimation from the Company of the revised indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders), or deemed as a transfer of title or any legal or beneficial ownership or interest by any of mutually agreed between the Company and the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance consultation with the terms of this AgreementBRLMs, and shall instruct the Depositories to not recognize any transfer of Offered Shares which is not or in accordance with the terms of this Agreement.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.22 hereof, each of the Selling Shareholder Shareholders severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective Selling Shareholder Shareholders Demat Account and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicablefree and clear of any Encumbrances. The Share Escrow Agent shall provide a written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders, the Registrar to the Company and the Managers, in a form as set out in Schedule C D on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Shareholders Demat Account Accounts and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered SharesPerson. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders Shareholder in accordance with the terms of this Agreement, and the Parties shall not instruct the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2Section 2 hereof and prior to the filing of the Red Xxxxxxx Prospectus, each Selling Shareholder Shareholder, severally and not jointly jointly, agrees to debit their respective portion of the Offered Shares from their respective Selling Shareholder Shareholders’ Demat Account Accounts and credit such Offered Shares shares to the Escrow Demat Account on or prior to Account, provided however that the Deposit Date, as applicable. The Share Escrow Agent Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall provide written confirmation on not be filed with the credit of RoC unless the Offered Shares to are debited from the Escrow Demat Account to the Company, each of the respective Selling Shareholders, ’ Demat Accounts and successfully credited into the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned such debit of the Offered Shares from the respective Selling Shareholder Shareholders’ Demat Account Accounts and the credit of the Offered Shares to into the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the such Selling Shareholders in favor of the Share Escrow Agent or and/or any other Person person and the Selling Shareholders shall continue to enjoy all the rights attached to the associated with their respective Offered Shares. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, Agreement and shall instruct the Depositories not to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.22 hereof and on or prior to the Deposit Date, each Selling Shareholder Shareholder, severally and not jointly agrees to debit their its respective portion of the Offered Shares from their its respective Selling Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account on or Account. Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall not be filed unless the Offered Shares are debited from the respective Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with RoC to the Selling Shareholders (with a copy to the Lead Managers) as soon as practicable, and at least 2 (two) Working Days prior to the Deposit Date, as applicable. The Share Escrow Agent shall provide written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-above- mentioned debit of the respective portion of Offered Shares from the respective Selling Shareholder Demat Account Accounts and the credit of the such Offered Shares to the Escrow Demat Account shall not be construed or deemed as a Transfer (including transfer of title or any legal or beneficial ownership or interest interest) by any of the Selling Shareholders in favor of the Share Escrow Agent or and/or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered SharesPerson. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, Agreement and shall instruct the Depositories not to not recognize any transfer Transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each The Promoter Selling Shareholder severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective the Promoter Selling Shareholder Demat Account and credit the same to the Escrow Demat Account latest by next Working Day after filing of the RHP with the Stock Exchanges and SEBI or such other date as may be mutually agreed upon between parties. The Promoter Selling Shareholder shall provide a confirmation in the form set forth in Schedule B. The Share Escrow Agent shall confirm the credit of all the Offered Shares from the Promoter Selling Shareholder Demat Account to the Escrow Demat Account in the form set forth in Schedule C immediately upon credit of such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicableAccount. The Share Escrow Agent shall provide written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered Shares. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of, of and in trust for, for the respective Promoter Selling Shareholders Shareholder in accordance with the terms of this AgreementAgreement and the Parties and the Promoter Selling Shareholder shall not, and shall instruct the Depositories to not to, recognize any transfer of Offered Shares which is not in accordance with the terms of this Agreement.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.22 hereof and on or prior to the Deposit Date, each Selling Shareholder Shareholders severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicable. The Share Escrow Agent Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall provide written confirmation on the credit of not be filed unless the Offered Shares to are debited from the respective Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with RoC to the CompanySelling Shareholders (with a copy to the Lead Managers) as soon as practicable, each of and, at least 2 (two) working days prior to the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat AccountDeposit Date. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Demat Account Accounts and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered SharesPerson. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, and the Parties shall not instruct the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation from the Share Escrow Agent of opening of the Escrow Demat Account in accordance with Clause 2.2Section 2.1 hereof and at least two (2) Working Days prior to the filing of the Red Xxxxxxx Prospectus, each Selling Shareholder Shareholder, severally and not jointly jointly, agrees to debit their respective portion of the Offered Shares from their respective Selling Shareholder Shareholders’ Demat Account Accounts and credit such Offered Shares shares to the Escrow Demat Account on or prior to Account, provided however that the Deposit Date, as applicable. The Share Escrow Agent Parties agree and acknowledge that the Red Xxxxxxx Prospectus shall provide written confirmation on not be filed with the credit of RoC unless the Offered Shares to are debited from the respective Selling Shareholders’ Demat Accounts and successfully credited into the Escrow Demat Account Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the CompanySelling Shareholders (with a copy to the Lead Managers) as soon as practicable, each and at least 7 (seven) Working Days prior to filing of the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat AccountRed Xxxxxxx Prospectus. It is hereby clarified that the above-mentioned such debit of the Offered Shares from the respective Selling Shareholder Shareholders’ Demat Account Accounts and the credit of the Offered Shares to into the Escrow Demat Account shall not be construed or deemed as a Transfer (including transfer of title or any legal or beneficial ownership or interest interest) by any of the such Selling Shareholders in favor of the Share Escrow Agent or and/or any other Person person and the Selling Shareholders shall continue to enjoy all the rights attached to the associated with their respective Offered Shares. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, Agreement and shall instruct the Depositories not to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 3.1. Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each Selling Shareholder severally and not jointly agrees to debit their respective portion on receipt of intimation from the Company on the proposed indicative date of filing of the Offered Shares from their respective Selling Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account RHP, on or prior to the Deposit Date, as applicableeach of the Selling Shareholders, severally and not jointly, will ensure that its respective Offered Shares are debited from its respective Selling Shareholders’ Demat Account and such Offered Shares are credited to the Escrow Demat Account. The Share Escrow Agent shall provide a written confirmation on the credit of all of the Offered Shares from the Selling Shareholders’ Demat Account to the Escrow Demat Account in the form set forth in Schedule B on the same day and immediately upon the credit of the Offered Shares to the Escrow Demat Account and shall keep the Company and Book Running Lead Managers copied on the same. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within five (5) Working Days from the Deposit Date or such other time period as may be agreed to between the Company, each of Company and the Selling ShareholdersShareholders in consultation with the Book Running Lead Managers, and the ManagersShare Escrow Agent shall, upon receipt of instructions in writing, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned B1, debit of the Offered Shares from the respective Selling Shareholder Escrow Demat Account and credit them back to the respective Selling Shareholders’ Demat Account in the same proportion as were originally credited to the Escrow Demat Account by such Selling Shareholder pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Offered Shares are credited back to the respective Selling Shareholders’ Demat Account, if the Company and the Selling Shareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, each Selling Shareholder shall debit its respective Offered Shares from its respective Selling Shareholders’ Demat Account and credit of the such respective Offered Shares to the Escrow Demat Account shall not be construed again no later than the Deposit Date or deemed as a transfer of title or any legal or beneficial ownership or interest by any of mutually agreed between the Selling Shareholders in favor of the Share Escrow Agent or any other Person Company and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, and shall instruct the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementBook Running Lead Managers.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.22 hereof, each of the Selling Shareholder Shareholders severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicablefree and clear of any Encumbrances. The Share Escrow Agent Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall provide written confirmation on the credit of not be filed unless the Offered Shares to are debited from the respective Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with RoC to the CompanySelling Shareholders (with a copy to the Lead Managers) as soon as practicable, each of and, at least two (2) working days prior to the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat AccountDeposit Date. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Demat Account Accounts and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered SharesPerson. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, and the Parties shall not instruct the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.22 hereof, each of the Promoter Selling Shareholder Shareholders severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective Promoter Selling Shareholder Shareholders Demat Account and credit such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicablefree and clear of any Encumbrances. The Share Escrow Agent Provided however that the Parties agree and acknowledge that the Red Xxxxxxx Prospectus with the RoC shall provide written confirmation on the credit of not be filed unless the Offered Shares to are debited from the respective Promoter Selling Shareholders Demat Accounts and successfully credited into the Escrow Demat Account Account. The Company shall communicate the indicative date of filing of the Red Xxxxxxx Prospectus with RoC to the Company, each of the Promoter Selling Shareholders, and Shareholders (with a copy to the Managers) as soon as practicable, in a form as set out in Schedule C on and, at least two (2) working days prior to the same Working Day on which the Offered Shares have been credited to Escrow Demat AccountDeposit Date. It is hereby clarified that the above-above- mentioned debit of the Offered Shares from the respective Promoter Selling Shareholder Shareholders Demat Account Accounts and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Promoter Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered SharesPerson. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Promoter Selling Shareholders Shareholder in accordance with the terms of this Agreement, and the Parties shall not instruct the Depositories to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2.22.1 hereof and on or prior to the Deposit Date, each Selling Shareholder severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account on or Account. The Company shall communicate the indicative date of filing of the RHP with the RoC to the Selling Shareholders (with a copy to the BRLMs) and, at least 2 (two) Working Day prior to the Deposit Date, as applicable. The Share Escrow Agent shall provide written confirmation on the credit filing of the Offered Shares to Red Xxxxxxx Prospectus with the Escrow Demat Account to RoC or as mutually agreed upon by the Company, each of Company and the Selling Shareholders, and Shareholders with the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat AccountBRLMs. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Demat Account Accounts and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders in favor of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered SharesPerson. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the respective Selling Shareholders in accordance with the terms of this Agreement, Agreement and shall instruct the Depositories not to not recognize any transfer of Offered Shares which is not in accordance with the terms of this AgreementAgreement and Applicable Law.

DEPOSIT OF OFFERED SHARES AND ESCROW TERM. 3.1 Upon receipt of confirmation of opening of the Escrow Demat Account in accordance with Clause 2.2, each 3.1. The Selling Shareholder severally and not jointly agrees to debit their respective portion of the Offered Shares from their respective the Selling Shareholder Demat Account and credit the same to the Escrow Demat Account latest by the Working Day immediately after the date of the filing of the RHP with the Stock Exchanges and SEBI or such other date as may be mutually agreed upon between parties. The Selling Shareholder shall provide a confirmation in the form set forth in Schedule B. The Share Escrow Agent shall confirm the credit of all the Offered Shares from the Selling Shareholder Demat Account to the Escrow Demat Account in the form set forth in Schedule C immediately upon credit of such Offered Shares to the Escrow Demat Account on or prior to the Deposit Date, as applicable. The Share Escrow Agent shall provide written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders, and the Managers, in a form as set out in Schedule C on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Offered Shares from the respective Selling Shareholder Demat Account and the credit of the such Offered Shares to into the Escrow Demat Account shall not be construed as or deemed as to be a transfer of title or any legal or beneficial ownership or interest by any of the Selling Shareholders Shareholder in favor favour of the Share Escrow Agent and/ or any other Person and the Selling Shareholders shall continue to enjoy all the rights attached to the Offered Sharesperson. The Share Escrow Agent hereby xxxxxx agrees and undertakes to hold in escrow such the Offered Shares credited to the Escrow Demat Account in escrow for and on behalf of, of and in trust for, for the respective Selling Shareholders Shareholder in accordance with the terms of this AgreementAgreement and the Parties and the Selling Shareholder shall not, and shall instruct the Depositories to not to, recognize any transfer of Offered Shares which is not in accordance with the terms of this Agreement.