Common use of OFFER TERMS Clause in Contracts

OFFER TERMS. 3.1 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior approval of the BRLMs, file the DRHP, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicable. 3.3 The Company and the Investor Selling Shareholders shall determine the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, in consultation with the BRLMs. 3.4 The Company shall, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure B. 2.2 The Company and shall not, without the Investor Selling Shareholders in consultation with prior written approval of the BRLMs, shall decide the Price Band (including file any revisions thereto) and of the Offer Price. 3.2 Documents with the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. The Company or the Selling Shareholders shall not, without the prior approval of intimation to the BRLMs, file make any offer relating to the DRHPOffered Shares or otherwise issue or distribute any Supplemental Offer Materials, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, except as may be applicablepermitted under Applicable Law. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, namely the Bid/Offer Opening Date and Bid/Offer Closing DatePrice Band, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Allocation Price (if applicable), and the Offer PeriodPrice, including any discounts, revisions, modifications or amendments thereof shall be decided by the Company, in consultation with the BRLMs. 3.4 The 2.4 Further, the Bid/Offer Opening Date, the Anchor Investor Bid/Offer Period and the Bid/Offer Closing Date, reservation in the Offer (if any) including any revisions, modifications or amendments thereof, shall be decided by the Company shalland the Selling Shareholders, in consultation with the BRLMs. For avoidance of doubt, make applications any decision of the Selling Shareholders in relation to the Stock Exchanges for listing terms of its Equity Sharesthe Offer shall be pursuant to a written approval by the Selling Shareholders, and such approval shall obtain inbe shared with the BRLMs. 2.5 The Basis of Allotment and all allocations (except with respect to Anchor Investors), allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company in consultation with the BRLMs, the Registrar to the Offer and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLMs, in accordance with Applicable Law. 2.6 The Parties agree that under-principle subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of the Company and the Selling Shareholders in consultation with the Book Running Lead Managers, Registrar to the Offer and the Designated Stock Exchange. 2.7 The Parties agree that in the event of an under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, Allotment for valid Bids will be made in the following order: (i) in the first instance, towards subscription for such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required under Applicable Law, will be Allotted; (ii) if there remain any balance valid Bids received in the Offer, towards all the Offered Shares on a proportionate basis will be Allotted; and (iii) once Allotment has been made for valid Bids as per (i) and (ii) above, any balance valid Bids will be Allotted towards the remaining 10% of the Fresh Issue. 2.8 The Company and each Selling Shareholder undertake that all fees and expenses relating to the Offer shall be borne in accordance with Clause 15 of this Agreement. 2.9 The Company undertakes and agrees that it shall not access or have recourse to the proceeds from the Fresh Issue until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Selling Shareholders undertake and agree that they shall not access or have recourse to the money raised in the Offer for Sale until receipt of the final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock ExchangeExchanges. The Company undertakes and each of the Selling Shareholders, severally and not jointly shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, under Applicable Law including, failing to receive minimum subscription of 90% of the Fresh Issue, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. In this regard, it is clarified that all each of the steps will Selling Shareholders shall, severally and not jointly, be takenliable to refund money raised in the Offer together with any interest for delays in making refunds as per Applicable Law, only to the extent of its respective portion of Offered Shares. Notwithstanding the foregoing, no liability to make any payment of interest shall, accrue on any Selling Shareholder and such interest shall be borne by the Company unless any delay of the payments to be made hereunder, or any delay in consultation with obtaining listing and/or trading approvals or any approvals in relation to the BRLMsOffer is solely and directly attributable to an act or omission of such Selling Shareholder. 2.10 The Company shall take such steps, for as expeditiously as possible, as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Company shall further take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders, severally and not jointly, shall provide all required information, as required under Applicable Law and support and cooperation as may be reasonably requested by the Promoter Group Selling Shareholder Statements BRLMs and the Individual Company in this respect including in relation to completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time period as prescribed under Applicable Law. Each of the Selling Shareholders shall provide reasonable support, information and documentation has authorized the Company to take all actions in respect of the Investor Selling Shareholders StatementsOffer for, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statementson, respectivelyits behalf in accordance with Section 28 of the Companies Act, 2013. 3.5 2.11 The Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents and in accordance with Applicable Law, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.12 The Company shall obtain authentication on the SCORES prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus and shall comply with the SEBI complaints redressal system andcircular (CIR/OIAE/1/2014) dated December 18, 2014, as amended by the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 and SEBI circular (SEBI/HO/OIAE/IGRD/P/CIR/2022/0150) dated November 7, 2022, and as further amended from time to time, in consultation with the BRLMs, relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Each of the Selling Shareholders has authorized the Company shall appointSecretary and the Compliance Officer of the Company, and have at all times for to deal with, on its behalf, any investor grievances received in the duration of this Agreement, a compliance officer, Offer in relation to compliance with SEBI ICDR Regulations in relation to such Selling Shareholder or its respective portion of the Offer Offered Shares, and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist shall provide all assistance and cooperation required by the Company and the BRLMs in the redressal of investor any such Offer-related grievances. 2.13 The BRLMs shall have the right to withhold submission of any of the Offer Documents to the SEBI, only the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and any information or documents requested by the Investor Offered Shares. The Individual Selling Shareholders or BRLMs, SEBI and/or any other Governmental Authority in connection with the Promoter Group Selling ShareholdersOffer, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable not made available to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement.by 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by (i) the Company, the Individual Selling ShareholdersPromoters, the Promoter Group, the Subsidiary, the Group Companies, the Directors or the Key Managerial Personnel or Senior Management, or (ii) any Selling Shareholders and/or Shareholder to the Investor extent that such information relates to the respective Selling Shareholders against any of Shareholder Statements, without undue delay on reasonable request by the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep information already provided to the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) oris untrue, be required to defend in connection with any matter that may have a bearing, directly inaccurate or indirectly, on the Offerincomplete. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.14 Each of the Company and the Selling Shareholders Shareholders, severally and not jointly, acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyapplicable state securities law. Accordingly, the Equity Shares will be offered and sold outside the United States, States in “offshore transactions” ”, as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance compliance with the applicable laws of the jurisdiction where those such offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall occur. There will be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may beUnited States. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 2.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties BRLMs under this Agreement are several (and not joint, or joint and several). For the avoidance of doubt, none of the BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the other BRLMs in carrying out their duties and responsibilities under this Agreement. Under this Agreement, the rights, obligations, representations, warranties, covenants and undertakings of the Company and the Selling Shareholders shall be several and not joint. Furthermore, it is clarified and no Selling Shareholders shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of the Company or any other Selling Shareholder. 2.16 The Parties hereby acknowledge that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission Promoter has been identified as a ‘promoter’ and is contributing Equity Shares towards the minimum promoters’ contribution in order to satisfy the requirements under Regulations 14 and 16 of the other PartiesSEBI ICDR Regulations. HoweverPeak XV is not involved in the day-to-day management or affairs of the Company, and has not had any time in the Investor Selling Shareholders shall share past nor does it currently have a representative on the costs and reimburse Board of Directors of the Company in and does not exercise control over the manner agreed in Clauses 3.9 and 20 of this AgreementCompany.

OFFER TERMS. 3.1 2.1 The Company and Offer will be managed by the Investor Selling Shareholders BRLMs in consultation accordance with the BRLMsinter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or each of the Selling Shareholders shall notShareholders, without the prior written approval of the BRLMs, cannot file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company and Promoter Selling Shareholders in consultation with the BRLMs. 3.4 2.4 The basis of allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company shall, in consultation with the BRLMs, make applications the Registrar and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLMs, in accordance with Applicable Law. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, Allotment shall first be made towards the Fresh Issue. As required under Rule 19 (2)(b) of the SCRR and 90% of the Fresh Issue, the balance subscription in the Offer will be met in the following order of priority: (i) through the issuance of balance part of the Fresh Issue followed by (ii) the sale of Offered Shares being offered by the Selling Shareholders in the Offer for Sale. 2.5 The Company and each of the Selling Shareholders, severally and not jointly shall ensure that all fees and expenses relating to the Stock Exchanges for listing of its Equity SharesOffer, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, Syndicate Members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall obtain in-principle be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Fee Letter, in accordance with Applicable Law. All amounts due to the BRLMs and the Syndicate Members or their Affiliates under this Agreement or the Fee Letter shall be payable in accordance with the mechanism to be set out in the Other Agreements. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the BRLMs in the Fee Letter shall prevail. 2.6 The Company, each of the Selling Shareholders, severally and not jointly agrees that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges and shall, prior to filing Exchanges. Each of the Red ▇▇▇▇▇▇▇ ProspectusCompany, choose one and the Selling Shareholders, severally and not jointly shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the Stock Exchanges as the Designated Stock Exchange. SEBI or any other Governmental Authority. 2.7 The Company undertakes that all the steps will be taken, in consultation with the BRLMsBRLMs shall take such steps, for as expeditiously as possible, as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such six (6) Working Days of the Bid/Offer Closing Date, or any other time period as prescribed under Applicable Law. The Investor Selling ShareholdersCompany shall further take all necessary steps, in consultation with the Promoter Group Selling Shareholder Statements BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the Individual unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders shall provide reasonable supportall required information, information support and documentation cooperation to the BRLMs and the Company in respect this respect. Each of the Investor Selling Shareholders StatementsShareholders, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectivelyshall bear the expenses incurred in relation to the Offer for Sale on a proportionate basis as stated in the Agreement. 3.5 2.8 Each of the Company and the Selling Shareholders, shall severally and not jointly, agree and undertake that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation SCORES and shall comply with the BRLMsSEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Each of the Selling Shareholders have authorized the Company shall appointSecretary and the Compliance Officer of the Company, and have at all times for to deal with, on their behalf, any investor grievances received in the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations Offer in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist or their respective portion of the Offered Shares, and shall provide all assistance required by the Company and the BRLMs in the redressal of investor any Offer-related grievances. 2.10 The BRLMs shall have the right, only subject to consultation with the Company, to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and any information requested by the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated made available by the Company, any of their respective Affiliates, directors or officers or the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of within reasonable time on request by the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep information already provided to the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) oris untrue, be required to defend in connection with any matter that may have a bearinginaccurate, directly misleading or indirectly, on the Offerincomplete. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.11 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act Act, or any state securities laws in the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyin accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares will be offered and sold outside the United States, States only in “offshore transactions” as defined in and ”, in reliance on Regulation S under the U.S. Securities Act and in accordance each case, in compliance with the applicable laws of the jurisdiction jurisdictions where those such offers and sales are made. 3.11 2.12 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the prior written consent other BRLMs in carrying out their duties and responsibilities under this Agreement. The rights and obligations of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch Company and the Promoter Selling Shareholders under this Agreement are joint and several. The rights and obligations of the Offer being, in Company and Promoter Selling Shareholders on the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, one side and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents other are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company or the Promoter Selling Shareholder shall not, without the prior written approval of the BRLMs, file any of the Offer Documents with the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 2.3 The terms of the Offer, including the Price Band, the Bid/Offer Opening Date, the Anchor Investor Bidding Date, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable), reservation in the Offer (if any) and the Investor Selling Shareholders Offer Price, including any discounts, revisions, modifications or amendments thereof, shall be decided by the Company in consultation with the BRLMs and conveyed in writing by the Company. 2.4 The Basis of Allotment and all allocations (except with respect to Anchor Investors), allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) Registrar to the Offer and the Offer Price. 3.2 The Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company or the Selling Shareholders shall not, without the prior approval of the BRLMs, file the DRHP, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicable. 3.3 The Company and the Investor Selling Shareholders shall determine the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, in consultation with the BRLMsBRLMs and in accordance with Applicable Law. 3.4 2.5 The Company shall, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and has authorized the Individual Selling Shareholders shall provide reasonable support, information and documentation Company to take all actions in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements Offer for and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, its behalf in consultation accordance with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction Section 28 of the BRLMs Companies Act, 2013 and in compliance with Applicable Law. The shall reimburse the Company shall appoint, and have at for all times for expenses incurred by the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations Company in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only for Sale on its behalf in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements manner set out in Section 14.2 and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, . 2.6 (A) The Company and the Promoter Selling Shareholder undertake and agree that they shall not access or have recourse to facilitate the process of listing money raised in the Equity Shares on the Stock Exchanges. Each Offer until receipt of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer until which time all monies received shall be borne by kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act. The Company and the Promoter Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders Shareholder shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access refund the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, together with any interest on such money as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs Bidders if required to cause do so for any reason, including, due to the filing failure to obtain listing or trading approval or under any direction or order of the post-Offer reports; (xi) SEBI or any other Governmental Authority, provided that the benefit Promoter Selling Shareholder shall not be responsible to pay such interest unless such delay is caused solely by, or is directly attributable to, an act or omission of a clear market the Promoter Selling Shareholder in relation to the BRLMs prior to the OfferOffered Shares, and in connection therewithany such event, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior responsible to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each pay such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may beinterest. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Investor Selling Shareholders shall not, without the prior written approval of the BRLMs (other than the Book Running Lead Manager(s) with respect to whom this Agreement has been terminated, if any), file any of the Offer Documents with the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or make any offer relating to the Equity Shares, or otherwise issue or distribute the Offer Documents or any Supplemental Offer Materials. 2.3 The Company in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior approval terms of the BRLMsOffer, file the DRHP, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicable. 3.3 The Company and the Investor Selling Shareholders shall determine including the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Price Band, including any revisions thereof, retail discount (if any) and the Offer Price, which shall be determined through the Book Building Process, including any revisions, modifications or amendments thereto. Any revisions shall be promptly conveyed in consultation with writing by the Company to the BRLMs. 3.4 The 2.4 All allocations and the Basis of Allotment (except with respect to Anchor Investors) and Allotments of the Equity Shares shall be finalized by the Company shall, in consultation with the BRLMs, make applications Registrar and the Designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLMs and in accordance with Applicable Law. The Parties acknowledge that in case of under-subscription in the Offer, Equity Shares up to 100% of the Fresh Issue will be issued prior to the Stock Exchanges sale of Equity Shares in the Offer for listing Sale and all the Equity Shares offered by the Selling Shareholders in the Offer for Sale will be Allotted post the issuance of its 100% of the Equity Shares, Shares in Fresh Issue. 2.5 Each of the Company and the Selling Shareholders undertakes and agrees that it shall obtain in-principle and not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges and shalluntil which time all monies received shall be kept in a separate bank account in a scheduled bank, prior to filing within the meaning of Section 40(3) of the Red ▇▇▇▇▇▇▇ ProspectusCompanies Act, choose one 2013. Each of the Stock Exchanges Company and the Selling Shareholders shall refund the money raised in the Offer, together with any applicable interest on such money as required under Applicable Law, to the Designated Stock ExchangeBidders if required to do so for any reason, including due to failure to obtain listing or trading approval or pursuant to any direction or order of Governmental Authority. Provided that the Selling Shareholders shall not be liable or responsible to pay such interest unless such delay is solely and directly attributable to an act or omission of the Selling Shareholders in which event the Company shall be liable to pay such interest, as required under Applicable Law. 2.6 The Company undertakes that and the Selling Shareholders shall take all the steps will be takennecessary steps, in consultation with the BRLMsas expeditiously as possible, for the to ensure completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as may be prescribed under Applicable Law. The Investor Selling Shareholders, and, in particular, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system andCompany, in consultation with the BRLMsBRLMs shall immediately take all necessary steps to ensure the completion of Allotment, dispatch of Allotment Advice, including any revisions, if required, and dispatch of refund orders to Bidders, including Anchor Investors and including unblocking ASBA accounts in relation to ASBA bidders, in any case, no later than the time limit prescribed under Applicable Law and in the event of failure to do so, to pay interest to Bidders as required under Applicable Law. Further, the Company shall make applications to the Stock Exchanges for listing of the Equity Shares and designate one of the Stock Exchanges as the Designated Stock Exchange prior to filing the Red ▇▇▇▇▇▇▇ Prospectus with the RoC. The Selling Shareholders shall provide all reasonable support and extend reasonable cooperation (a) as maybe reasonably required or requested by the Company and/or the BRLMs in this respect or (b) as required under Applicable Law to facilitate the process of listing the Equity Shares on the Stock Exchanges. The Selling Shareholders have authorized the Company to take all actions in respect of the Offer for, and on, their behalf in accordance with Section 28 of the Companies Act and shall, reimburse the Company for all expenses incurred by the Company in relation to the Offer for Sale. 2.7 The Company shall obtain the authentication on the SEBI Complaints Redress System (SCORES) prior to the filing of the Red ▇▇▇▇▇▇▇ Prospectus and shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014, as amended by the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 and SEBI circular (SEBI/HO/OIAE/IGRD/P/CIR/2022/0150) dated November 7, 2022, and as further amended from time to time, in relation to redressal of investor grievances through SCORES after filing the DRHP, and in consultation with the BRLMs and shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Selling Shareholders authorizes the Company shall appoint, Secretary and have at all times for Compliance Officer of the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation Company and the Registrar to the Offer to deal with any investor grievances on their behalf in connection with the Offer, and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use shall provide reasonable endeavours to assist support and extend reasonable cooperation as required or requested by the Company and and/or the BRLMs in redressal of such investor grievances, only in grievances to the event that extent such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 and their respective portion of this Agreementthe Offered Shares. 3.8 2.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right but not the obligation to withhold submission of any of the DRHP, Offer Documents to the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information or documents reasonably requested by the BRLMs in relation to the Offer is not promptly made available by the Company or any Company, its Directors, Promoters, members of its Affiliates or Directors or the Promoter Group, without unreasonable delay on request by the respective BRLMs or the information already provided to the BRLMs is misleading, untrue, inaccurate or incomplete. The Selling Shareholders (where such information has been reasonably requested shall not withdraw from the Offer or increase or reduce the number of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Offered Shares offered by it after filing of the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer DocumentsDRHP with SEBI except with prior consent from BRLMs. 3.15 2.9 The rights and obligations of the BRLMs, Company and the Selling Shareholders under this Agreement are several and not joint. For the avoidance of doubt, it is clarified that the rights, obligations, representations, warranties, covenants and covenants, undertakings and indemnities, if any, of each indemnities of the Parties Company and the Selling Shareholders under this Agreement shall be are several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementunless otherwise expressly specified herein.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule II. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or and/or the Selling Shareholders shall not, without the prior written approval of the BRLMsManagers, file the DRHPDraft Red ▇▇▇▇▇▇▇ Prospectus, the RHP Red ▇▇▇▇▇▇▇ Prospectus or the Prospectus with SEBIProspectus, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum including any amendments, supplements, notices and corrigenda in connection therewiththerewith with the SEBI, as may be applicableany Stock Exchange, the Registrar of Companies or any Governmental Authority whatsoever, or make any offer relating to the Equity Shares. 3.3 2.3 The Company and the Corporate Selling Shareholder, in consultation with the Managers, shall decide the terms of the Offer, Price Band, Anchor Investor Selling Shareholders shall determine the Bid/ Offer Period, Bid/Offer Opening Date and Bid/Offer Closing Date, including any revisions thereof, Anchor Investor Allocation Price and the Bid/final Offer Closing Date applicable Price (which final Offer Price shall, for the avoidance of doubt, be binding on all the Selling Shareholders). 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations and transfers made pursuant to the Qualified Institutional Buyers Offer shall be in accordance with Applicable Law and shall be undertaken by the Anchor Investor Bid/Offer Period, Company in consultation with the BRLMs. 3.4 The Company shall, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares, Managers and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may beManagers, in accordance with Applicable Law. 2.5 The Company and each Selling Shareholder shall severally, and to facilitate the process extent each of them is liable to pay, ensure that all fees and expenses relating to the Offer, including selling commission and brokerage, fees payable to the Managers, legal counsels, Registrar to the Offer, including processing fees to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to the SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer Exchanges shall be paid within the time prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with such persons and as set forth in the underwriters and sub-brokers/stock brokersEngagement Letter, etc. and in accordance with Applicable Law. Upon successful completion of the Offer, the Selling Shareholders shall severally, and to the extent each of them is liable to pay, reimburse the Company for expenses incurred by the Company in relation to the Offer for Sale on each of their behalf; provided, however, notwithstanding anything to the contrary contained in this Agreement or the Engagement Letter. All amounts payable due to the BRLMs in accordance with Managers and the terms of Syndicate Members or their Affiliates under this Agreement or the Fee Letter, Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the . 2.6 The Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf each of the Selling Shareholders for any delays in making refunds as required under the Companies Act undertake and any other Applicable Law, provided agree that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders they shall not access the money raised pursuant to in the Offer for Sale until receipt of final listing and trading approvals from the Stock Exchanges. The Company and each Selling Shareholder agree that they shall refund the money raised in the Offer, together with any interest, as applicable to the Bidders if required to do so for any reason, including, without limitation, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. The Company and the Selling Shareholder shall pay interest on such money as required under Applicable Law. 2.7 The Company shall take such steps as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges (including all necessary formalities in this regard) within 6 (six) Working Days of the Bid/Offer Closing Date, or any other time period as may be prescribed under Applicable Law. Each of the Selling Shareholders shall provide such support and cooperation as required or requested by the Company, the Managers and/or under Applicable Law to facilitate the process of listing and commencement of trading of Equity Shares on the Stock Exchanges. The Company shall further take all necessary steps (including ensuring that requisite funds are available to Registrar) in consultation with the Managers, to ensure dispatch of Confirmation of Allocation Notes, the completion of Allotment, prompt dispatch of Allotment Advice, dispatch the refund orders to the Bidders, including any revisions, if required, refund orders to Anchor Investors and unblocking ASBA Accounts in relation to other applicants, as per the modes prescribed in the Offer Documents, in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders shall provide all support and co-operation as required or requested by the Company and/or the Managers in this respect to the extent that such support and co-operation is in relation to the portion of Equity Shares are being offered in the Offer for Sale. 2.8 The Company and the Selling Shareholders severally agree and undertake that: (i) refunds to unsuccessful applicants or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful applicants or dispatch of Allotment Advice and Confirmation of Allocation Note in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company shall obtain authentication on the SEBI Complaints Redress System (“SCORES”) and comply with the SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013 in relation to redressal of investor grievances through SCORES. The Company shall, prior to the grant of final listing and trading approval, set up an investor grievance redressal system to redress all Offer-related grievances to the satisfaction of the Managers and in compliance with Applicable Law. Each Selling Shareholder has authorized the Company and the Registrar to the Offer to deal with, on behalf of itself, any investor grievance received from in the Offer by such Selling Shareholder in relation to itself and its respective Offered Shares and the respective Selling Shareholder statements, and agrees to provide support and extend cooperation as required or requested by the Company and/or the Managers in redressal of such investor grievances. 2.10 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies or the Stock ExchangesExchanges or any other Governmental Authority in the event that any of the information requested by the Managers is not made available by the Company Entities or its Affiliates or Directors, Promoter, members of the Promoter Group, Group Companies or the Selling Shareholders immediately on request by the Managers, or the information already provided to the Managers is untrue, misleading or incomplete. Further, each of the Manager may, in their sole discretion, determine at any time not to proceed with the Offer. 3.10 2.11 Each of the Company and the Selling Shareholders acknowledges acknowledge and agrees agree that the Equity Shares have not been, been and will not be, be registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyAct, Accordingly, the Equity Shares will be offered and sold outside the United States, States only in “offshore transactions” as defined in and transactions in reliance on Regulation S under the U.S. Securities Act and in accordance with the pursuant to applicable laws of the jurisdiction where jurisdictions in which those offers and sales are madeoccur. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 ‌ 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company, each of the Selling Shareholders, shall not, without the prior written approval of the BRLMs, (other than a BRLM with respect to whom this Agreement has been terminated in accordance with Section 17 of this Agreement) (i) file any of the Offer Documents with, or withdraw any of the filed Offer Documents from, the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials (ii) make any changes in the number of shares being offered in the Offer for Sale, respectively. 2.3 The terms of the Offer, including the Price Band, the Bid/Offer Opening Date, the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company and Selling Shareholders in consultation with the Investor BRLMs. All such decisions shall be taken by the Company, through its Board of Directors or a duly constituted committee thereof and shall be conveyed in writing to the BRLMs by the Company. Each Selling Shareholder shall communicate their written consent to the terms of the Offer separately to the Company (with a copy to the BRLMs). 2.4 The basis of allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company in consultation with the BRLMs, the Registrar and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Pricein accordance with Applicable Law. 3.2 The Company or the Selling Shareholders shall not, without the prior approval of the BRLMs, file the DRHP, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicable. 3.3 2.5 The Company and each of the Investor Selling Shareholders Shareholders, severally and not jointly shall determine ensure that all fees and expenses relating to the Bid/Offer Opening Date and Bid/Offer Closing DateOffer, including the Bid/Offer Closing Date applicable underwriting commissions, procurement commissions, if any, and brokerage due to the Qualified Institutional Buyers underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, Syndicate Members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Fee Letter, in accordance with Applicable Law. All amounts due to the BRLMs and the Anchor Investor Bid/Offer Period, Syndicate Members or their Affiliates under this Agreement or the Fee Letter shall be payable in consultation accordance with the BRLMsmechanism to be set out in the cash escrow and sponsor bank agreement. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the BRLMs in the Fee Letter shall prevail. 3.4 The Company shall2.6 Each of the Selling Shareholders, in consultation with the BRLMs, make applications severally and not jointly agrees that it shall not access or have recourse to the Stock Exchanges for listing money raised in the Offer until receipt of its Equity Shares, and shall obtain in-principle and the final listing and trading approvals from the Stock Exchanges and shallExchanges, prior to filing until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Red ▇▇▇▇▇▇▇ ProspectusCompanies Act, choose one 2013. Notwithstanding anything contained in this Agreement, the Company on behalf of the Stock Exchanges Selling Shareholders (in proportion to their respective portion of the Offered Shares) shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Designated Stock ExchangeBidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority. All interest borne, and expenses incurred (with regard to delayed payment of refunds), by the Company on behalf of any of the Selling Shareholders (if any) to the extent of the Equity Shares offered by such Selling Shareholder in the Offer, will be adjusted or reimbursed by such Selling Shareholder (severally and not jointly) to the Company in accordance with Applicable Law, provided that none of the Selling Shareholders shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Selling Shareholder. 2.7 The Company undertakes that all the steps will be taken, in consultation with the BRLMsBRLMs shall take such steps, for as expeditiously as possible, as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such three (3) Working Days of the Bid/Offer Closing Date, or any other time period as prescribed under Applicable Law. The Investor Selling ShareholdersCompany shall further take all necessary steps, in consultation with the Promoter Group Selling Shareholder Statements BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the Individual unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders shall provide reasonable supportall required information, information support and documentation cooperation to the BRLMs and the Company in this respect. Each of the Selling Shareholders have authorized the Company to take all actions in respect of the Investor Offer for, and on, its behalf. Other than the listing fees, which will be paid by our Company, all costs, fees and expenses directly attributable to the Offer will be reimbursed to our Company by the Selling Shareholders. All Offer related expenses to be proportionately borne by the Selling Shareholders Statementsshall be deducted from the proceeds of the Offer for Sale, Promoter Group and subsequently, the balance amount from the Offer for Sale will be paid to the Selling Shareholder Statements and Individual Selling Shareholder Statements, respectivelyShareholders. 3.5 2.8 Each of the Company and the Selling Shareholders, shall severally and not jointly, agree and undertake that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation SCORES and shall comply with the BRLMsSEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Each of the Selling Shareholders have authorized the Company shall appointSecretary and the Compliance Officer of the Company, and have at all times for to deal with, on their behalf, any investor grievances received in the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations Offer in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist or their respective portion of the Offered Shares, and shall provide all assistance required by the Company and the BRLMs in the redressal of investor any Offer-related grievances. 2.10 No Selling Shareholder shall withdraw from the Offer after filing of the DRHP with SEBI or increase or reduce the number of Offered Shares offered by it, only in either case, where such withdrawal or increase or decrease is not resulting in a change in the aggregate size of the Offer for Sale or the Offer Size by 50% or more, without prior written intimation to the Company and the BRLMs, to enable the BRLMs to intimate SEBI, the Stock Exchanges or the RoC, as applicable, of such withdrawal/ alteration of the size of the Offer for Sale. Any withdrawal or increase or decrease in number of Offered Shares offered by the Selling Shareholders until the filing of the RHP, which result in a change in the aggregate size of the Offer for Sale or the Offer Size by 50% or more, and thereby requiring a re-filing of the DRHP in terms of Schedule XVI of the SEBI ICDR Regulations, will require prior written consent of the Company, the Selling Shareholders and the BRLMs. Provided that, after the filing of the RHP with the RoC, no Selling Shareholder shall withdraw from the Offer or increase or reduce the number of its Offered Shares without prior written consent of the Company and the BRLMs. 2.11 The BRLMs shall have the right, subject to consultation with the Company, to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and any information requested by the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated made available by the Company, any of their respective Affiliates, directors or officers or the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of within reasonable time on request by the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep information already provided to the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) oris untrue, be required to defend in connection with any matter that may have a bearinginaccurate, directly misleading or indirectly, on the Offerincomplete. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.12 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act Act, or any state securities laws in the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyin accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares will be offered and sold outside the United States, States only in “offshore transactions” as defined in and ”, in reliance on Regulation S under the U.S. Securities Act and in accordance each case, in compliance with the applicable laws of the jurisdiction jurisdictions where those such offers and sales are made. 3.11 2.13 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only with BRLMs is responsible for the prior written consent actions or omissions of any of the other BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct . The rights and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several are joint and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementseveral.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company and the Selling Shareholders in consultation with the BRLMs. 3.4 2.4 The basis of allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company shallin consultation with the BRLMs and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLMs, make applications in accordance with Applicable Law. 2.5 The Company and the Selling Shareholders shall ensure that all fees and expenses relating to the Stock Exchanges for listing of its Equity SharesOffer, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, Syndicate Members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall obtain in-principle be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All amounts due to the BRLMs and the Syndicate Members or their Affiliates under this Agreement or the Engagement Letter shall be payable in accordance with the mechanism to be set out in the Other Agreements. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the BRLMs in the Engagement Letter shall prevail. 2.6 Each of the Company and the Selling Shareholders agree that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. Each of the Company and the Selling Shareholders shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. 2.7 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or any other time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and shalldispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. The Selling Shareholders shall provide all required information, support and cooperation to the BRLMs and the Company in this respect. The Selling Shareholders have authorized the Company to take all actions in respect of the Offer for, and on, its behalf in accordance with Section 28 of the Companies Act and shall reimburse the Company for all expenses incurred by the Company in relation to the Offer for Sale on its behalf. 2.8 Each of the Company and the Selling Shareholders agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company shall obtain authentication on the SCORES prior to filing of the Red ▇▇▇▇▇▇▇ ProspectusProspectus with SEBI and shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, choose one 2014 in relation to redressal of the Stock Exchanges as the Designated Stock Exchangeinvestor grievances through SCORES. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Selling Shareholders have authorized the Company shall appointSecretary and the Compliance Officer of the Company, and have at all times for to deal with, on their behalf, any investor grievances received in the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations Offer in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist or the Offered Shares, and shall provide all assistance required by the Company and the BRLMs in the redressal of investor any Offer-related grievances. 2.10 The BRLMs shall have the right (in consultation with the Company) to withhold submission of any of the Offer Documents to the SEBI, only the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and any information requested by the Investor Offered Shares. The Individual BRLMs is not made available by the Company Entities, the Selling Shareholders or the Promoter Group Selling Shareholdersany of their respective Affiliates, as the case may bedirectors or officers, agree to assist the Company and immediately on request by the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable information already provided to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letteris untrue, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokersinaccurate, etcmisleading or incomplete. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyAct. Accordingly, the Equity Shares will be offered and sold in the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) in transactions exempt from the registration requirements of the U.S. Securities Act, and outside the United States, States in “offshore transactions” transactions as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are madeoccur. 3.11 2.11 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the prior written consent of the BRLMs; (ii) existence of market conditions, whether other BRLMs in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct carrying out their duties and valid information, reports, statements, declarations, undertakings, clarifications, documents responsibilities under this Agreement. The rights and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several are joint and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementseveral.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 During the term of this Agreement, the Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior written approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable), reservation in consultation with the BRLMs. 3.4 The Company shallOffer, if any and the Offer Price, including any discounts, revisions, modifications or amendments thereof, shall be decided by the Company, in consultation with the BRLMsManagers, make applications through its Board or a duly constituted committee thereof, in accordance with Applicable Law. 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company in consultation with the Managers, the Registrar to the Offer and the Designated Stock Exchanges Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the Managers, in accordance with Applicable Law. 2.5 The Parties agree that under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of the Company, in consultation with the Managers and the Designated Stock Exchange. In the event of under subscription in the Offer, i.e. in the event valid Bids are received for listing less than the total Offer size, subject to receiving valid Bids for the minimum subscription amount (i.e., for 90% of its the Fresh Issue) and subject to compliance with Applicable Law, including Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Equity SharesShares will be Allotted for the valid Bids in the following order of priority: (i) such number of Equity Shares will first be Allotted by the Company such that 90% of the Fresh Issue portion is subscribed; (ii) upon achieving (i), all the Equity Shares offered for sale by the Selling Shareholders in the Offer for Sale will be Allotted (in proportion to the Offered Shares being offered by each Selling Shareholder); and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by the Company towards the balance 10% of the Fresh Issue portion. 2.6 Each of the Company and the Selling Shareholders undertakes and agrees, severally and not jointly, that it shall obtain in-principle and not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. The Company shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. For the avoidance of doubt, the Company and Selling Shareholders, severally and not jointly, shall be liable to pay interest on such money, as required under Applicable Law, in the manner described in the Offer Documents. However, it is clarified that each Selling Shareholder shall be, severally and not jointly, liable to refund money raised in the Offer only to the extent of its respective Offered Shares, together with any interest on such money, as required under Applicable Law, to the Bidders, provided that such Selling Shareholder shall not be responsible to pay such interest unless such delay is caused solely by, or is directly attributable to, an act or omission of such Selling Shareholder in relation to its respective Offered Shares, and in such an event, the Company shall be responsible to pay such interest. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by the Company on behalf of a Selling Shareholder will be adjusted or reimbursed by such Selling Shareholder to the Company as agreed among the Company and the Selling Shareholders in writing, in accordance with Applicable Law. For the avoidance of doubt and subject to Applicable Law, no liability to make any payment of interest shall accrue to any Selling Shareholder unless any delay in making any of the payments hereunder is solely or is directly attributable to an act or omission of such Selling Shareholder. 2.7 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Bid/Offer Closing Date or any other time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts (including any accounts blocked under the UPI mechanism) in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders shall provide reasonable and necessary support and cooperation to the Managers and the Company in this respect to the extent such reasonable support and cooperation is in relation to it and its respective portion of Offered Shares and to conduct any due diligence thereof. and shall, prior severally and not jointly, reimburse the Company (in proportion to the number of Equity Shares sold by each of them in the Offer) for all expenses incurred by the Company in relation to the Offer for Sale on each of their behalf and shall be deducted from the proceeds of the Offer. 2.8 Each of the Company and the Selling Shareholders, severally and not jointly, agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company shall obtain authentication on the SEBI Complaints Redress System (“SCORES”), immediately after the filing of the Draft Red ▇▇▇▇▇▇▇ Prospectus, choose one and comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of the Stock Exchanges as the Designated Stock Exchangeinvestor grievances through SCORES. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs Managers and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburseauthorize the Company Secretary and Compliance Officer of the Company to deal with, in proportion to on their respective Offered Sharesbehalf, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays investor grievances received in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals only in relation to the Equity respective Selling Shareholder’s portion of the Offered Shares are received from and shall provide reasonable assistance required by the Company and the Managers in the redressal of any such investor grievances. 2.10 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock ExchangesExchanges or any other Governmental Authority in the event that any information requested by the Managers in relation to the Offer or having a bearing on the Offer is not made available by the Company or the Selling Shareholders (with respect to itself and its portion of the Offered Shares) to the Managers, or the information already provided to the Managers is untrue, inaccurate or incomplete. 3.10 2.11 Each of the Company and the Selling Shareholders Shareholders, severally and not jointly, acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold only outside the United States, States in “offshore transactions” as defined in in, and in reliance on compliance with, Regulation S under the U.S. Securities Act S, and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals 2.12 Unless otherwise specified in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional onthis Agreement, the following: (i) any change in the type rights and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, obligations of each of the Parties under this Agreement shall be several and not jointjoint and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party. FurthermoreNotwithstanding the generality of the foregoing, it is clarified for the avoidance of doubt that the rights, obligations, representations, warranties, covenants and undertakings of the Company and each Selling Shareholder shall be several and not joint. The rights and obligations of the Investor Selling Shareholders are and shall be several and not be held joint. For the avoidance of doubt, none of the Managers is responsible for the actions or omissions of any acts of commission or omission of the other Parties. HoweverManagers, however, each Manager shall cooperate with the Investor Selling Shareholders shall share the costs other Managers in carrying out their duties and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of responsibilities under this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and and/or the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Promoter Selling Shareholders shall not, : (a) without the prior written approval of the BRLMsManagers file any of the Offer Documents with the SEBI, file the DRHPany Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials (as defined herein); and (b) without prior consultation with the Managers, make any changes in the Offer size. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof shall be decided by the Company and the Promoter Selling Shareholders in consultation with the BRLMsManagers. 3.4 2.4 The Basis of Allotment (except with respect to Anchor Investors) shall be finalized by the Company shall, and the Promoter Selling Shareholders in consultation with the BRLMsManagers, make applications Registrar to the Stock Exchanges for listing of its Equity SharesOffer, and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall obtain in-principle be made on a discretionary basis by the Company and the Promoter Selling Shareholders in consultation with the Managers, in accordance with Applicable Law. In the event of under subscription in the Offer, all the Equity Shares held by the Promoter Selling Shareholders and offered for sale in the Offer for Sale will be Allotted in proportion to the Offered Shares being offered by each Promoter Selling Shareholder. 2.5 Each of the Company and the Promoter Selling Shareholders, severally and not jointly, undertakes and agrees that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges, till which time such monies will be kept in a separate account in accordance with Applicable Law. Notwithstanding anything contained in this Agreement, the Company on behalf of the Promoter Selling Shareholders (in proportion to their respective portion of the Offered Shares) shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority. 2.6 The Company shall take such steps as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or any other time period prescribed under Applicable Law. The Company and the Promoter Selling Shareholders shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts (including any accounts blocked under the UPI mechanism) in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to provide refunds within the time period prescribed under the Applicable Law, the Company shall be liable to pay interest as required under Applicable Law. Each of the Promoter Selling Shareholders shall, prior severally and not jointly, provide all reasonable support and extend all reasonable cooperation as may be requested by the Managers and the Company for completion of the necessary formalities set out above in Clause 2.5, which shall, in any event, be limited to the extent of each Promoter Selling Shareholder’s portion of the Offered Shares. 2.7 Subject to Clauses 2.5 and 2.6 above, the Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of Allotment Advice and Confirmation of Allocation Notes by registered post, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.8 The Company shall, immediately after filing the DRHP, obtain authentication on the SEBI Complaints Redress System (“SCORES”) and comply with the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer-related grievances to the satisfaction of the Managers and in compliance with Applicable Law. The Promoter Selling Shareholders, shall, severally and not jointly, authorize the Compliance Officer of the Company to deal with, on their behalf, any investor grievances received in the Offer in relation to the respective Promoter Selling Shareholder’s portion of the Offered Shares and shall reasonably co-operate with the Company and the Managers in the redressal of any such investor grievances. 2.9 The Company has entered into an agreement with each of the National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the outstanding Equity Shares. 2.10 Prior to the filing of the Red ▇▇▇▇▇▇▇ ProspectusProspectus with the Registrar of Companies, choose the Company shall obtain in-principle approvals from each of the Stock Exchanges for the listing and trading of the Equity Shares and shall select in consultation with the Managers and the Promoter Selling Shareholders one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, shall apply for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from within the period required under Applicable Law or at the request of the Managers. 2.11 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges. For Exchanges or any other Governmental Authority in the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne event that any information requested by the Managers which in the opinion of the Managers is required for such submission is not made available, in a timely manner (i.e., without unreasonable delay), by (i) the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The CompanyEntities, its Directors, the Company’s AffiliatesAssociates, the Individual Selling Shareholdersits Promoters, Key Managerial Personnel, Group Companies and the Promoter Group Selling Shareholders and or the Investor Selling Shareholders shall not resort information already provided to any legal proceedings in respect of any matter having a bearingthe Managers is untrue, directly misleading or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately inadequate to enable investors to take an informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offerinvestment decision. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.12 Each of the Company and the Promoter Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold in the United States solely to “qualified institutional buyers” (as defined in Rule 144A) under the Securities Act pursuant to Rule 144A of the Securities Act or another available exemption from registration thereunder, and outside the United States, States in “offshore transactions” as defined in in, and in reliance on on, Regulation S under the U.S. Securities Act S, and in accordance with the applicable laws of the jurisdiction jurisdictions where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 2.13 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, indemnities of each of the Parties (unless otherwise set out herein) under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule III. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or and/or the Selling Shareholders shall not, during the subsistence of this Agreement, without the prior written approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicableGovernmental Authority. 3.3 2.3 The Company and the Investor Selling Shareholders shall determine in consultation with the Managers decide the terms of the Offer, the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/final Offer PeriodPrice, in consultation with the BRLMsincluding any revisions necessitated thereto by market conditions from time to time. 3.4 2.4 The Company shall, in consultation with the BRLMs, undertakes that it will make applications to the Stock Exchanges for listing of its the Equity Shares, Shares and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose Exchanges. The Company shall designate one of the Stock Exchanges as the Designated Stock ExchangeExchange for the Offer. The Company shall apply for final listing and trading approvals within the period required under Applicable Law or at the request of the Managers, and undertakes that all the necessary steps will be taken, in consultation with the BRLMs, taken for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders shall provide such reasonable support, information and documentation as required or requested by the Company and / or the Promoter Group Managers under Applicable Law, in relation to itself as a Selling Shareholders, as Shareholder in the case may be, shall Offer and its portion of the Offered Shares and extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or by the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, Company to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 2.5 The Basis of Allotment (except with respect to Anchor Investors) shall be finalized by the Company, in consultation with the Managers and the Designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and the Selling Shareholders in consultation with the Managers, in accordance with Applicable Law. 2.6 Except for (a) listing fees, audit fees of the statutory auditors (other than to the extent attributable to the Offer), and expenses in relation to product or corporate advertisements of the Company, i.e., any corporate advertisements consistent with the past practices of the Company (other than expenses in relation to the marketing and advertising undertaken specifically for the Offer), each of which shall ensure that be solely borne by the Company; and (b) fees and expenses for counsel to the Selling Shareholders, which shall be solely borne by the respective Selling Shareholders, all other Offer expenses will be borne by the Selling Shareholders, including Managers’ fee, underwriting commissions, SEBI and Stock Exchange filing fee, roadshow expenses, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the BRLMs Self Certified Syndicate Banks, syndicate members, other Designated Intermediaries, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall be paid within the time prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with such persons and as set forth in the underwriters and sub-brokers/stock brokersFee Letter, etc. and in accordance with Applicable Law. All amounts payable to such payments shall be made by the BRLMs Company on behalf of the Selling Shareholders (in accordance with the terms appointment or engagement letter or memoranda of understanding or agreements with such entities) and upon the successful completion of the Fee LetterOffer, the Selling Shareholders agree that they shall, severally and not jointly, reimburse the Company, on a pro-rata basis, in proportion to their respective portion of the Offered Shares, for any expenses incurred by the Company on behalf of such Selling Shareholder in relation to the Offer. All such amounts payable to intermediaries shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. Further, the Offer expenses to be borne by the Selling Shareholders shall be reimbursed to the Company only upon the successful completion of the Offer (i.e., upon the listing and trading of the Equity Shares on the Stock Exchanges). Further, in the event the Offer fails for any reason whatsoever, all Offer related expenses except as stated in (a) above, shall be shared by the Selling Shareholders on a pro-rata basis. However, in the event the Offer is withdrawn by the Company all Offer related expenses shall be borne by the Company. 2.7 The Company shall not withdraw the Offer without prior written consent of the Managers. No Selling Shareholder shall withdraw from the Offer after filing of the DRHP with SEBI or increase or reduce the number of Offered Shares offered by it, in either case, where such withdrawal or increase or decrease is not resulting in a change in the aggregate size of the Offer for Sale by 50% or more, without prior written intimation to the Company and the Managers. The Selling Shareholders agree that any withdrawal or increase or decrease in number of Offered Shares offered by the Selling Shareholders which results in a change in the aggregate size of the Offer for Sale by 50% or more, shall only be made after prior written consent of the Company and the Managers, which consent shall not be unreasonably withheld. Provided that, after the filing of the RHP with the RoC and until the Bid/ Offer Opening Date, no Selling Shareholder shall withdraw from the Offer or increase or reduce the number of its Offered Shares without prior written consent of the Company and the Managers, which consent shall not be unreasonably withheld. 2.8 Each of the Company and the Selling Shareholders, severally and not jointly, acknowledges and agrees that it shall not access the money raised in the Offer until receipt of final listing and trading approvals from the Stock Exchanges, till which time such monies will be kept in a separate account in accordance with Applicable Law. For Each of the avoidance Selling Shareholders agrees, severally and not jointly, to authorize the Company to refund the money raised in the Offer, to the extent of doubtsuch Selling Shareholder’s respective portion of the Offered Shares, together with any interest thereon, to the costsBidders if required for any reason under Applicable Law, fees including, without limitation, due to the failure to obtain listing or trading approval or under any direction or order of SEBI or any other Governmental Authority, in the manner to be set out in the escrow agreement to be entered into for this purpose. However, it is clarified that each Selling Shareholder, shall be, severally and not jointly, liable to refund the funds raised through the Offer in terms of this Clause Error! Reference source not found., only to the extent of its respective Offered Shares, together with any interest on such funds, as required under Applicable Law. All refunds made, interest borne, and expenses incurred (with respect regard to payment of refunds) by the Company on behalf of any of the Selling Shareholders will be adjusted or reimbursed by such Selling Shareholder to the Offer shall be borne by Company as agreed among the Company and the Selling Shareholders as stated in Clause 20.1 writing, in accordance with Applicable Law. For the avoidance of this Agreement. 3.8 The Companydoubt and subject to Applicable Law, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders no liability to make any payment of interest shall not resort accrue to any legal proceedings Selling Shareholder unless any delay in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against making any of the BRLMs payments hereunder or proceedings initiated by parties any delay in obtaining listing and/or trading approvals or any other approvals in relation to the Offer is solely attributable to such Selling Shareholder. 2.9 The Company shall, in consultation with the Managers, take all steps necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or any other time period as may be prescribed under existing shareholders agreements and amendments theretoApplicable Law. The Company, its Affiliates, Directors, Each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburseshall extend all reasonable cooperation as may be required by the Company, to the extent such cooperation is in proportion relation to their respective itself and its portion of the Offered Shares, any expenses to facilitate the process of listing and interest incurred commencement of trading of the Equity Shares on the Stock Exchanges, to the extent necessary and as requested by the Company or the Managers. The Company shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes, completion of the allotment/transfer of the Equity Shares pursuant to the Offer and dispatch the Allotment Advice promptly, and dispatch the refund orders to the applicants, including the unblocking of ASBA Accounts in relation to ASBA Bidders in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. 2.10 The Company agree and undertake that refunds to unsuccessful applicants or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents. 2.11 The Company undertakes that the funds required for making refunds to unsuccessful applicants or dispatch of Allotment Advice in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer in accordance with Applicable Laws. 2.12 The Company shall obtain authentication on behalf the SEBI Complaints Redressal System and shall set up an investor grievance redressal system to redress all Offer-related grievances to the satisfaction of the Managers and in compliance with Applicable Law. Each of the Selling Shareholders for agree, severally and not jointly, to provide all necessary assistance to the Company and the Managers in redressal of such investor grievances to the extent required in its capacity as a Selling Shareholder or in relation to its respective portion of the Offered Shares. 2.13 The Managers shall have the right to withhold submission of any delays of the Offer Documents to the SEBI, the Registrar of Companies or the Stock Exchanges in making refunds as required under the Companies Act and event that any other Applicable Lawof the information requested by the Managers is not made available by the Company, provided that none its Affiliates or any of the Selling Shareholders shall be responsible on request by the Managers, or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant any information already provided to the Offer for Sale until final listing Managers is untrue, inaccurate or incomplete. 2.14 The Company acknowledges and trading approvals in relation to agrees that the Equity Shares are received from the Stock Exchanges. 3.10 Each and each of the Company and the Selling Shareholders acknowledges and agrees that the Equity its Offered Shares have not been, and will not be, registered under the U.S. Securities Act Act, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares and Offered Shares, as applicable, will be offered and sold in the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act, and outside the United States, States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those such offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 2.15 The rights, obligations, representations, warranties, covenants warranties and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be are several and not joint. FurthermoreFor the avoidance of doubt, it no Selling Shareholder is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission the actions or omission omissions of the other Parties. HoweverSelling Shareholder, the Investor Selling Shareholders shall share the costs and reimburse or of the Company in or the manner agreed in Clauses 3.9 Managers. 2.16 The rights and 20 obligations of the Managers under this AgreementAgreement are several and not joint. For the avoidance of doubt, none of the Managers is responsible for the actions or omissions of any of the other Managers.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure C. 2.2 The Company and and/or the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Promoter Selling Shareholders shall not, without the prior written approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials (as defined herein). 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof shall be decided by the Company in consultation with the BRLMsManagers. Furthermore, all decisions with respect to the Offer shall be taken by the Company, through its Board of Directors or a duly constituted committee thereof and shall be conveyed in writing to the Managers and Promoter Selling Shareholders by the Company. 3.4 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company shall, in consultation with the BRLMsManagers, make applications Registrar to the Stock Exchanges for listing of its Equity SharesOffer, and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall obtain inbe made on a discretionary basis by the Company in consultation with the Managers, in accordance with Applicable Law. Subject to Applicable Law, the Parties agree that in the event of an under- subscription in the Offer, the Equity Shares will be allotted in the following order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required to comply with the minimum subscription to be received in the Offer under Applicable Law, will be Allotted; (ii) next all the Equity Shares held by the Promoter Selling Shareholders and offered for sale in the Offer will be Allotted on a pro rata basis; and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by the Company towards the remaining 10% of the Fresh Issue. 2.5 The Company shall ensure that all fees and expenses relating to the Offer, including roadshow expenses, underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-principle brokers or stock brokers, fees payable to the Managers, Self-Certified Syndicate Banks, syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. The Company and the Promoter Selling Shareholders shall share the fees and expenses relating to the Offer as provided in Clause 14 hereto, in accordance with Applicable Law. 2.6 Each of the Company and the Promoter Selling Shareholders, severally and not jointly, undertakes and agrees that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges, till which time such monies will be kept in a separate account in accordance with Applicable Law. Notwithstanding anything contained in this Agreement, the Company on behalf of the Promoter Selling Shareholders (in proportion to their respective portion of the Offered Shares) shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority. All interest borne, and expenses incurred (with regard to delayed payment of refunds), by the Company on behalf of any of the Promoter Selling Shareholders (if any) to the extent of the Equity Shares offered by such Promoter Selling Shareholder in the Offer, will be adjusted or reimbursed by such Promoter Selling Shareholder (severally and not jointly) to the Company, as provided in Clause 14 and in accordance with Applicable Law, provided that none of the Promoter Selling Shareholders shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Promoter Selling Shareholder. 2.7 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days of the Bid/Offer Closing Date, or any other time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to provide refunds within the time period prescribed under the Applicable Law, the Company shall be liable to pay interest as required under Applicable Law in the manner set out in Clause 2.6. Each of the Promoter Selling Shareholders shall, severally and not jointly, provide all reasonable support and extend all reasonable cooperation as may be requested by the Managers and the Company for completion of the necessary formalities set out above in Clause 2.6, which shall, in any event, be limited to the extent of each Promoter Selling Shareholders’ portion of the Offered Shares. 2.8 Subject to Clauses 2.6 and 2.7, the Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of Allotment Advice and Confirmation of Allocation Notes by registered post, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. The Promoter Selling Shareholders shall provide reasonable support and extend reasonable cooperation as required or requested by the Managers and the Company to facilitate this process. 2.9 Except as otherwise agreed and specified in the Engagement Letter and this Agreement, all amounts payable to the Managers in accordance with the terms of the Engagement Letter and the procurement brokerages and commissions payable to members of the Syndicate in terms of Syndicate Agreement, shall be paid in accordance with the terms and conditions mentioned therein and the Applicable Law. 2.10 The Company shall, after filing the DRHP, obtain authentication on the SEBI Complaints Redress System (“SCORES”) and comply with the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer-related grievances to the satisfaction of the Managers and in compliance with Applicable Law. The Promoter Selling Shareholders, shall, severally and not jointly, authorize the Compliance Officer of the Company to deal with, on their behalf, any investor grievances received in the Offer in relation to the respective Promoter Selling Shareholder’s portion of the Offered Shares and shall reasonably co-operate with the Company and the Managers in the redressal of any such investor grievances provided that in any such case requiring a written response in respect of any investor grievance on behalf of any Promoter Selling Shareholder, the prior consultation with the relevant Promoter Selling Shareholder on such response shall be done by the Company. 2.11 The Company has entered into an agreement with each of the National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the outstanding Equity Shares. 2.12 Prior to the filing of the Red ▇▇▇▇▇▇▇ ProspectusProspectus with the Registrar of Companies, choose the Company shall obtain in-principle approvals from each of the Stock Exchanges for the listing and trading of the Equity Shares and shall select in consultation with the Managers one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, shall apply for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from within the period required under Applicable Law or at the request of the Managers. 2.13 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges. For Exchanges or any other Governmental Authority in the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne event that any information requested by the Company and Managers which in the Selling Shareholders as stated opinion of the Managers is required for such submission is not made available, in Clause 20.1 of this Agreement. 3.8 The Companya timely manner, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by (i) the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs its Affiliates or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual or (ii) any Promoter Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals Shareholder in relation to its Promoter Selling Shareholder Statements or the Equity Shares are received from information already provided to the Stock ExchangesManagers is untrue, misleading or incomplete. 3.10 2.14 Each of the Company and the Promoter Selling Shareholders acknowledges severally acknowledge and agrees agree that the Equity Shares have not been, been and will not be, be registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyAct. Accordingly, the Equity Shares will be offered and sold outside the United States, States in “offshore transactions” transactions as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where jurisdictions in which those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 2.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, indemnities of each of the Parties (unless otherwise set out herein) under this Agreement shall be several and not joint. Furthermore, it It is clarified that none of the Investor Promoter Selling Shareholders shall not be held responsible for the information, obligations, representations, warranties or for any acts or omissions of commission or omission of the any other Parties. However, the Investor Promoter Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this AgreementShareholder.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Investor Promoter Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders Shareholder shall not, without the prior written approval of the BRLMsBRLMs (other than a BRLM with respect to whom this Agreement has been terminated in accordance with Clause 17 of this Agreement), file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever Governmental Authority, as applicable, or issue make any offer relating to the Preliminary Offering Memorandum Equity Shares or otherwise take any action that would result in the Company or the Offering Memorandum in connection therewith, as may be applicablePromoter Selling Shareholder issuing or distributing any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band including any revisions thereof, employee discount or reservations, the Bid/Offer Opening Date and Date, the Anchor Investor Bidding Date, the Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Allocation Price (if applicable) and the Offer PeriodPrice, including any revisions, modifications or amendments thereof, shall be decided by the Company, in consultation with the BRLMsBRLMs and in accordance with the SEBI ICDR Regulations and directions received from SEBI from time to time. 3.4 2.4 The Company undertakes that it will make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from the Stock Exchanges before filing of the Red ▇▇▇▇▇▇▇ Prospectus with RoC. The Company shall, in consultation with the BRLMs, make applications to designate one of the Stock Exchanges as the Designated Stock Exchange for listing of its Equity Shares, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, Offer prior to the filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one . The Company shall apply for final listing and trading approvals within the period required under Applicable Law in consultation with the Book Running Lead Managers. 2.5 All allocations and the Basis of Allotment (except with respect to Anchor Investors) and Allotments of the Stock Exchanges as Equity Shares shall be finalized by the Company in consultation with the BRLMs, the Registrar and the Designated Stock Exchange, in accordance with Applicable Law. The Company undertakes that all Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the steps will be takenCompany, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under in accordance with Applicable Law. The Investor Selling ShareholdersParties agree that under-subscription, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable supportif any, information and documentation in respect any category would be allowed to be met with spill-over from any other category or combination of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system andcategories, in consultation with the BRLMsDesignated Stock Exchange, in accordance with the SEBI ICDR Regulations. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made first towards Equity Shares offered by the Promoter Selling Shareholder, and thereafter towards the balance Fresh Issue. 2.6 The Company, the Promoter Selling Shareholder, severally and not jointly shall set up an investor grievance redressal system to redress ensure that all Offer related grievances fees and expenses relating to the satisfaction of the BRLMs Offer shall be payable in accordance with Clause 14 (Fees and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration Expenses) of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, a compliance officerthe Company and the Promoter Selling Shareholder shall not be liable to pay to the BRLMs any fees or expenses for services provided by persons other than the BRLMs in respect of sale of Equity Shares by any of the shareholders of the Company until the date of Allotment as agreed amongst the Company, in relation the Promoter Selling Shareholder and the BRLMs. In the event of any inconsistency or dispute between the terms of this Agreement and the Fee Letter, the terms of this Agreement shall prevail, provided that the Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to compliance with SEBI ICDR Regulations commercial terms in relation to the Offer payment of fees and expenses to attend the BRLMs. It is further clarified that, subject to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist Clause 14, all expenses incurred in effecting the Offer, shall be shared/ borne by the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Promoter Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may bepro rata, in accordance with Applicable Law, to facilitate the process including in case of listing the Equity Shares on the Stock Exchanges. Each failure of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable LawOffer. All amounts amounts, including the applicable tax, payable to the BRLMs in accordance with the terms of the Fee LetterLetter and the procurement brokerages and commissions payable to members of the Syndicate in terms of Syndicate Agreement, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges in accordance with the terms of the Cash Escrow and Sponsor Bank Agreement and Applicable Law. For any Offer related expenses that are not paid from the Public Offer Account, the Company agrees to pay the expenses and such expenses will be reimbursed by the Promoter Selling Shareholder for their respective portion of such costs in terms of this Clause 2 in any circumstances whatsoever. 2.7 The Company and the Promoter Selling Shareholder severally and not jointly agrees that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer until which time all monies received shall be borne by kept in the Public Offer Account. The Company and shall refund the Selling Shareholders as stated money raised in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except together with any interest on such money as required under Applicable Law, to the BRLMs’ prior approvalBidders if required to do so for any reason under Applicable Law, other than including, due to the failure to obtain listing or trading approval or under any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any direction or order of the BRLMs SEBI or proceedings initiated by parties under existing shareholders agreements and amendments theretoany other Governmental Authority. The CompanyAll refunds made, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholdersinterest borne, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of Promoter Selling Shareholder, to the extent of the Equity Shares offered by the Promoter Selling Shareholders for any delays Shareholder in making refunds the Offer, will be adjusted or reimbursed by Promoter Selling Shareholder as required under the Companies Act and any other provided in Clause 14, in accordance with Applicable Law, provided that none of the Promoter Selling Shareholders Shareholder shall not be responsible or liable for payment of such expenses or interest, to pay any interest unless such interest is due to delay that is solely and directly attributable to an act or omission of such Promoter Selling Shareholder. Further, the Promoter Selling Shareholder shall, under no circumstances, be liable to refund any amounts (including any interest thereon) except in proportion to its respective portion of the Offered Share. 2.8 The Company, in consultation with the BRLMs, shall take such steps as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within the timelines as prescribed by SEBI, or any other time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. The Promoter Selling Shareholders Shareholder shall not access provide all required information, support and cooperation to the money raised pursuant BRLMs and the Company in this respect. The Promoter Selling Shareholder shall bear the expenses incurred in relation to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchangeson a proportionate basis. 3.10 2.9 Each of the Company and the Promoter Selling Shareholders acknowledges Shareholder , shall severally and agrees not jointly, agree and undertake that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.10 The Company shall, after filing of the Draft Red ▇▇▇▇▇▇▇ Prospectus, obtain authentication on the SCORES in terms of the SEBI circular bearing number CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and shall comply with SEBI circular bearing number CIR/OIAE/1/2014 dated December 18, 2014 and SEBI circular bearing number SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 in relation to redressal of investor grievances through SCORES. 2.11 Any withdrawal or increase or decrease in number of Offered Shares offered by the Promoter Selling Shareholder after filing of the DRHP and prior to the RHP with SEBI will require prior written intimation to the Company and the BRLMs (unless if such withdrawal or increase or decrease in number of Offered Shares offered by the Promoter Selling Shareholder after filing of the DRHP and prior to the RHP requires a refiling of the DRHP with SEBI, then prior written consent will be required from the BRLMs). Further, each of the BRLMs for themselves may, in their sole discretion, determine at any time not to proceed with the Offer. 2.12 The BRLMs shall have the right to withhold submission of any of the Offer Documents in consultation with the Company, to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority, as applicable, in the event that any information requested by the BRLMs is not made available by the (i) Company, any of their respective Affiliates, directors or officers immediately on request by the BRLMs or the information already provided to the BRLMs is untrue, inaccurate, misleading or (ii) Promoter Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer. Further, each of the BRLMs for themselves may, in their sole discretion, determine at any time not to proceed with the Offer. 2.13 The Parties acknowledge and agree that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 2.14 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the prior written consent of the BRLMs; (ii) existence of market conditions, whether other BRLMs in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct carrying out their duties and valid information, reports, statements, declarations, undertakings, clarifications, documents responsibilities under this Agreement. The rights and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Promoter Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties Shareholder under this Agreement shall be are several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Company and Offer will be managed by the Investor Selling Shareholders BRLMs in consultation accordance with the BRLMs, shall decide inter-se allocation of responsibilities annexed to this Agreement as Annexure B. 2.2 Neither the Price Band (including Company nor any revisions thereto) and the Offer Price. 3.2 The Company or of the Selling Shareholders shall notshall, severally, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable), reservation in the Offer (if any) and the Offer Price, including any discounts, revisions, modifications or amendments thereof, shall be decided by the Company in consultation with the BRLMs. 3.4 2.4 The Basis of Allotment and all allocations (except with respect to Anchor Investors), allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company shall, in consultation with the BRLMs, make applications the Registrar to the Stock Exchanges for listing of its Equity Shares, Offer and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock ExchangeExchange in accordance with Applicable Law. The Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 2.5 The Company shall ensure and each Selling Shareholder undertake that all commissions, brokerage fees and fees payable to the BRLMs in relation expenses relating to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs borne in accordance with Section 15 of this Agreement. 2.6 The Selling Shareholders undertake and agree that they shall not access or have recourse to the terms money raised in the Offer until receipt of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For The Company shall refund the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated money raised in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except together with any interest on such money as required under Applicable Law, to the BRLMs’ prior approval, other than Bidders if required to do due to the failure to obtain listing or trading approval or under any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any direction or order of the BRLMs SEBI or proceedings initiated by parties under existing shareholders agreements and amendments theretoany other Governmental Authority. The Company, its Affiliates, Directors, the Individual Each Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, Shareholder shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shallbe, severally and not jointly, reimburseliable to refund money raised in the Offer only to the extent of the respective Offered Shares offered by it in the Offer, together with any interest on such or in relation to such refund money, as required under Applicable Law, to the extent that such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall reimburse the Company, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the . A Selling Shareholders Shareholder shall not be liable or responsible or liable for payment of such expenses or interest, to pay interest unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder with respect to its Offered Shares. 2.7 In the event of an undersubscription in the Offer, all the Equity Shares held by the Selling Shareholders and offered for sale in the Offer for Sale will be Allotted, in proportion to the Offered Shares being offered by each Selling Shareholder. 2.8 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time period as prescribed under Applicable Law. The Selling Shareholders Company shall not access further take all necessary steps, in consultation with the money raised BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer for Sale until final and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders, severally and not jointly shall provide all required information, reasonable support and cooperation as may be requested by the BRLMs and the Company in this respect including in relation to completion of listing and commencement of trading approvals of the Equity Shares on the Stock Exchanges within such time period as prescribed under Applicable Law. Each of the Selling Shareholders, severally and not jointly, has authorized the Company to take all actions in relation respect of the Offer for, and on, its behalf in accordance with Section 28 of the Companies Act, 2013 and shall reimburse the Company for all expenses incurred by the Company in proportion to the Equity Shares are received from sold by such Selling Shareholder in the Stock ExchangesOffer, in a manner set out in Section 15 and in accordance with Applicable Law. 3.10 2.9 Subject to Sections 2.6 and 2.8 above, the Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents and in accordance with Applicable Law, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.10 The Company shall obtain authentication on the SCORES prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus and shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014, as amended by the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 and SEBI circular (SEBI/HO/OIAE/IGRD/P/CIR/2022/0150) dated November 7, 2022, in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer-related grievances in compliance with Applicable Law. Each of the Selling Shareholders, severally and not jointly, has authorized the Company Secretary and the Compliance Officer of the Company, to deal with, on its behalf, any investor grievances received in the Offer in relation to such Selling Shareholder or its respective portion of the Offered Shares and shall provide all reasonable assistance and cooperation required by the Company and the BRLMs in the redressal of any such Offer-related grievances. 2.11 The BRLMs shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that any information or documents requested by the BRLMs, SEBI and/or any other Governmental Authority is not made available to the BRLMs by (i) the Company, the Promoter, the Promoter Group, the Group Company, the Directors or the Key Managerial Personnel or Senior Management Personnel or its Subsidiaries, and (ii) the Selling Shareholders acknowledges to the extent of information related to the Selling Shareholders or their respective portion of the Offered Shares, without unreasonable delay on request by the BRLMs or the information already provided to the BRLMs is untrue, inaccurate or incomplete. 2.12 The Parties acknowledge and agrees agree that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyapplicable state securities law. Accordingly, the Equity Shares will be offered and sold in the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act in reliance on Rule 144A under the U.S. Securities Act, and outside the United States, States in “offshore transactions” (as defined in and Regulation S) in reliance on Regulation S under the U.S. Securities Act and in accordance each case, in compliance with the applicable laws of the respective jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 2.13 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties BRLMs under this Agreement shall be are several (and not joint, or joint and several). FurthermoreFor the avoidance of doubt, it none of the BRLMs is clarified that responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the other BRLMs in carrying out their duties and responsibilities under this Agreement. Under this Agreement, the rights, obligations, representations, warranties, covenants, undertakings and indemnities of the Company, the Promoter Selling Shareholder and each of the Investor Selling Shareholders shall are several (and not be held responsible for any acts joint or joint or several). Notwithstanding anything to the contrary contained in this Agreement or the Fee Letter, none of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share assume any responsibility for statements, disclosures, information, representations, undertakings or covenants provided by the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementother Parties.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure B. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or and/or the Selling Shareholders shall not, without the prior approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicableGovernmental Authority. 3.3 2.3 The terms of the Offer shall be decided by the Company in consultation with the Managers and the Investor Selling Shareholders. Notwithstanding the above, the following shall be decided by the Company, in consultation with the Managers and the Selling Shareholders shall determine (i) the Price Band, (ii) the Offer Price, (iii) the Anchor Investor Allocation Price, (iv) the Anchor Investor Offer Price, (v) the discount (if any) and/or reservations, (vi) the Offer schedule (including the Bid/Offer Opening Date and Date, the Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to closing date for the Qualified Institutional Buyers QIBs and the Anchor Investor Bid/Bidding Date), (vii) participation by the Anchor Investors and allocation to Anchor Investors, (viii) minimum bid lot, (ix) postponing or withdrawal of the Offer, (x) spill- over from any other category or combination of categories in case of under-subscription in any category (except the QIB category) and (ix) any revisions, modifications or amendments in relation to any of the above. Furthermore, each of these decisions shall be taken by the Company, through its Board of Directors or a duly constituted committee thereof and shall be conveyed in writing to the Managers and Selling Shareholers by the Company. A certified true copy of the relevant resolution passed by the Board of Directors/ IPO Committee of the Company, as applicable, in respect of any such terms, including any revisions thereof, shall be provided by the Company to the Managers. 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer Period, shall be finalized by the Company in consultation with the BRLMs. 3.4 The Managers and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company shall, in consultation with the BRLMsSelling Shareholders and the Managers, make applications in accordance with Applicable Law. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Stock Exchanges Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, (i) Allotment shall first be made towards the Fresh Issue towards receiving the minimum subscription of 90% of the Fresh Issue, then (ii) all the Equity Shares held by the Selling Shareholders and offered for listing sale in the Offer for Sale will be Allotted; and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of its Equity SharesShares will be Allotted by the Company towards the balance 10% of the Fresh Issue portion. 2.5 Each of the Company and the Selling Shareholders, severally and not jointly, undertakes and agrees that it shall obtain in-principle and not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges, till which time such monies will be kept in a separate account in accordance with Applicable Law. Notwithstanding anything contained in this Agreement, the Company and the Selling Shareholders (in proportion to the Selling Shareholder’s respective proportion of the Equity Shares to be offered in the Offer for Sale), shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority. All interest borne, and expenses incurred (with regard to delayed payment of refunds), by the Company on behalf of any of the Selling Shareholders (if any) to the extent of the Equity Shares offered by such Selling Shareholders in the Offer, will be adjusted or reimbursed by such Selling Shareholders (severally and not jointly) to the Company, as provided in Section 16 and in accordance with Applicable Law, provided that none of the Selling Shareholders shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Selling Shareholders. 2.6 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to provide refunds within the time period prescribed under the Applicable Law, the Company shall be liable to pay interest as required under Applicable Law in the manner set out in Section 2.5. Each of the Selling Shareholders shall, severally and not jointly, provide all reasonable support and extend all cooperation as may be requested by the Managers and the Company for completion of the necessary formalities set out above in Section 2.5, which shall, in any event, be limited to the extent of each Selling Shareholder’s portion of the Offered Shares. 2.7 Subject to Section 2.5 and 2.5, the Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of Allotment Advice and Confirmation of Allocation Notes by registered post, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.8 The Company shall set up an investor grievance redressal system to redress all Offer-related grievances to the satisfaction of the Managers and in compliance with Applicable Law. Further, the Company shall obtain authentication on the SEBI Complaints Redress System (SCORES), prior to filing of the Red ▇▇▇▇▇▇▇ ProspectusProspectus with the RoC, choose to comply with the SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013 in relation to redressal of investor grievances through SCORES. The Selling Shareholders, shall, severally and not jointly, have a right to authorize the Compliance Officer of the Company to deal with, on their behalf, any investor grievances received in the Offer in relation to the respective Selling Shareholder’s portion of the Offered Shares and shall co-operate with the Company and the Managers in the redressal of any such investor grievances. 2.9 Prior to the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the Registrar of Companies, the Company shall obtain in-principle approvals from each of the Stock Exchanges for the listing and trading of the Equity Shares and shall select in consultation with the Managers one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, shall apply for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from within the Stock Exchanges. For period required under Applicable Law or at the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any request of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments theretoManagers. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none Each of the Selling Shareholders shall be responsible severally and not jointly provide all support and extend cooperation as required or liable reasonably requested by the Company to facilitate this process. 2.10 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority, as applicable in the event that any information requested by the Managers, in connection with the Offer, which in the opinion of the Managers is required for payment such submission is not made available, in a timely manner, by (i) the Company Entities; or (ii) any Selling Shareholder in relation to its Selling Shareholder Statements. The Managers shall also have the right to withhold submission of such expenses the Offer Documents under this Section 2.10 if any information already provided by the Company Entities or interestthe Selling Shareholders to the Managers is untrue, unless such delay is solely and directly attributable to an act inaccurate or omission of such Selling Shareholder. incomplete. 2.11 The Selling Shareholders shall not access the money raised pursuant may, prior to the date of filing of the Red ▇▇▇▇▇▇▇ Prospectus, increase or reduce the size of their respective portion of the Offered Shares in the Offer for Sale until final listing and trading approvals in relation or withdraw from the Offer, only after prior written notification to the Equity Shares are received Company and the Managers; provided that a Selling Shareholder may withdraw from the Stock Exchanges. 3.10 Each Offer, or increase or reduce the size of its portion of the Offered Shares in the Offer, only with prior consultation and prior written consent of the Company and the Managers, to the extent such change (by one Selling Shareholder or collectively by more than one Selling Shareholder) would require a re-filing of the Draft Red ▇▇▇▇▇▇▇ Prospectus in terms of Schedule XVI of the SEBI ICDR Regulations. It is clarified that, after the filing of the RHP with the RoC and until the Bid/ Offer Opening Date, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares without prior written consent of the Company and the Managers. In the event of withdrawal by any of the Selling Shareholders acknowledges from the Offer, the Company and/or the other Selling Shareholder(s) can proceed with the Offer, subject to all applicable regulatory conditions under Applicable Law being satisfied. 2.12 The Parties acknowledge and agrees agree that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws; accordingly, the Equity Shares will be and the respective portion of the Offered Shares, as applicable, are only being offered and sold (i) outside the United States, States in “offshore transactions” as defined in and transactions in reliance on upon Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other PartiesAct; and (ii) in the BRLMs shall have United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) under the right Securities Act pursuant to withhold submission Section 4(a) of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this AgreementSecurities Act. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 2.13 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, indemnities of each of the Parties (unless otherwise set out herein) under this Agreement shall be several and not joint. Furthermore, it is clarified that (a) the liability of the Investor Selling Shareholders Shareholder for interest (if any) and expenses and fees shall (subject to Section 16) be to the extent of the Investor Selling Shareholder Offered Shares; and (b) the Investor Selling Shareholder shall not be held responsible for any acts of commission or omission of the Company or the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this AgreementShareholder.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule III. 2.2 The Company and/or the Selling Shareholders shall not, during the subsistence of this Agreement, without the prior written approval of the BRLMs, file any of the Offer Documents with the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority. 2.3 The terms of the Offer shall be decided by the Company and the Investor Selling Shareholders Shareholder in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior approval of the BRLMs, file the DRHP, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicable. 3.3 The Company and the Investor Selling Shareholders shall determine the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, Bid/Offer Opening Date, Bid/Offer Closing Date, Price Band and the Offer Price including any revisions, modifications or amendments thereof the Anchor Investor Allocation and the Anchor Investor Allocation Price and shall be conveyed in consultation with writing to the BRLMsBRLMs by the Company. 3.4 2.4 The Company shallundertakes that it will, in consultation with the BRLMs, as expeditiously as possible, make applications to the Stock Exchanges for listing of its Equity Shares, and shall obtain in-principle and final listing and trading of the Equity Shares and to obtain in- principle approvals from the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or any other time period as may be prescribed under Applicable Law. In this regard, each of the Selling Shareholders shall extend such reasonable support, documentation and shall, cooperation as required or requested by the Company and/or the BRLMs (a) in relation to its Offered Shares; and (b) in relation to its disclosures required under the ICDR Regulations to facilitate the process. The Company shall designate one of the Stock Exchanges as the Designated Stock Exchange for the Offer prior to the filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one Prospectus with the Registrar of the Stock Exchanges as the Designated Stock ExchangeCompanies. The Company undertakes that shall further take all the steps will be takennecessary steps, in consultation with the BRLMs, for to ensure the dispatch of the Confirmation of Allocation Notes, completion of the necessary formalities for listing and commencement of trading Allotment of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation pursuant to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist dispatch the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may beAllotment Advice promptly, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure dispatch the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the applicants, including the intimation of unblocking of application money in relation to ASBA Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within in any case not later than the time limit prescribed under Applicable Law, and, and in the event of failure to do so, the Company shall ensure payment of to pay interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each . 2.5 The Basis of Allotment and all allocations, allotments and transfers of Equity Shares made pursuant to the Individual Selling Shareholders or Offer shall be finalized by the Promoter Group Company and Investor Selling Shareholders, as in consultation with the case may be, shall extend reasonable cooperation to BRLMs and the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may beDesignated Stock Exchange, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Investor Promoter Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders Shareholder shall not, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company and the Promoter Selling Shareholder in consultation with the BRLMs. 3.4 2.4 The basis of allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company shallin consultation with the BRLMs and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLMs, make applications in accordance with Applicable Law. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, Allotment shall first be made towards the Fresh Issue. As required under Rule 19 (2)(b) of the SCRR and 90% of the Fresh Issue, the balance subscription in the Offer will be met in the following order of priority: (i) through the sale of Offered Shares being offered by the Promoter Selling Shareholder in the Offer for Sale followed by (ii) the issuance of balance part of the Fresh Issue. 2.5 The Company and the Promoter Selling Shareholder shall ensure that all fees and expenses relating to the Stock Exchanges for listing of its Equity SharesOffer, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, Syndicate Members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall obtain in-principle be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All amounts due to the BRLMs and the Syndicate Members or their Affiliates under this Agreement or the Engagement Letter shall be payable in accordance with the mechanism to be set out in the Other Agreements. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the BRLMs in the Engagement Letter shall prevail. 2.6 Each of the Company and the Promoter Selling Shareholder agree that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges and shall, prior to filing Exchanges. Each of the Red ▇▇▇▇▇▇▇ ProspectusCompany and the Promoter Selling Shareholder shall refund the money raised in the Offer, choose one together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the Stock Exchanges as the Designated Stock Exchange. SEBI or any other Governmental Authority. 2.7 The Company undertakes that all the steps will be takenshall take such steps, in consultation with the BRLMsas expeditiously as possible, for as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such six Working Days of the Bid/Offer Closing Date, or any other time period as prescribed under Applicable Law. The Investor Selling ShareholdersCompany shall further take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. The Promoter Group Selling Shareholder Statements shall provide all required information, support and cooperation to the BRLMs and the Individual Company in this respect. The Promoter Selling Shareholders shall provide reasonable support, information and documentation Shareholder has authorized the Company to take all actions in respect of the Investor Selling Shareholders StatementsOffer for, and on, its behalf in accordance with Section 28 of the Companies Act and shall reimburse the Company for all expenses incurred by the Company in relation to the Offer for Sale on its behalf. 2.8 Each of the Company and the Promoter Group Selling Shareholder Statements agrees and Individual Selling Shareholder Statementsundertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, respectivelyand (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 3.5 2.9 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation SCORES and comply with the BRLMsSEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Promoter Selling Shareholder has authorized the Company shall appointSecretary and the Compliance Officer of the Company, and have at all times for to deal with, on their behalf, any investor grievances received in the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations Offer in relation to the Offer Promoter Selling Shareholder or the Offered Shares, and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist shall provide all assistance required by the Company and the BRLMs in the redressal of investor any Offer-related grievances. 2.10 The BRLMs shall have the right to withhold submission of any of the Offer Documents to the SEBI, only the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to any information requested by the BRLMs is not made available by the Company, the Promoter Selling Shareholder or any of their respective Investor Affiliates, directors or officers, immediately on request by the BRLMs or the information already provided to the BRLMs is untrue, inaccurate, misleading or incomplete. Further, each of the BRLMs may, in their sole discretion, determine at any time not to proceed with the Offer. 2.11 The Promoter Selling Shareholder Statements and may not withdraw from the Investor Offered Shares. The Individual Selling Shareholders or Offer after filing of the Promoter Group Selling Shareholders, as the case may be, agree DRHP with SEBI without prior written intimation to assist the Company and the BRLMs in redressal which shall be provided at least seven days prior and, subject to the provisions of investor grievancesthe ICDR Regulations, further she shall not increase or reduce the number of Equity Shares offered by her in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or Offer resulting in a change in the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch aggregate size of the letters of allotment or Allotment AdviceOffer, including any revisions, if required, and refund orders each without prior written approval to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this AgreementBRLMs, which shall not be unreasonably withheld. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.12 Each of the Company and the Promoter Selling Shareholders Shareholder acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyAct. Accordingly, the Equity Shares will be offered and sold only outside the United States, States in “offshore transactions” transactions as defined in in, and in reliance on on, Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are madeoccur. 3.11 2.13 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the prior written consent of the BRLMs; (ii) existence of market conditions, whether other BRLMs in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct carrying out their duties and valid information, reports, statements, declarations, undertakings, clarifications, documents responsibilities under this Agreement. The rights and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Promoter Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties Shareholder under this Agreement shall be several are joint and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementseveral.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule II. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior approval of the BRLMsManagers, file the DRHPDraft Red ▇▇▇▇▇▇▇ Prospectus, the RHP Red ▇▇▇▇▇▇▇ Prospectus or the Prospectus with SEBIProspectus, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum including any amendments, supplements, notices and corrigenda in connection therewiththerewith with the SEBI, as may be applicableany Stock Exchange, the Registrar of Companies or any Governmental Authority whatsoever, or make any offer relating to the Equity Shares (other than the proposed Pre-IPO Placement), or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and the Promoter Selling Shareholder, in consultation with the Managers, shall decide the terms of the Offer, Price Band, minimum Bid Lot, Anchor Investor Selling Shareholders shall determine the Bid/ Offer Period, Bid/Offer Opening Date and Bid/Offer Closing Date, including any revisions thereof, the Bid/discount (if any), reservations, Anchor Investor Allocation Price and the final Offer Closing Date applicable Price (which final Offer Price shall, for the avoidance of doubt, be binding on the Promoter Selling Shareholder). Any revisions shall be promptly conveyed in writing by the Company and the Promoter Selling Shareholder to the Qualified Institutional Buyers Managers. 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers made pursuant to the Anchor Investor Bid/Offer Period, shall be in accordance with Applicable Law and shall be undertaken by the Company in consultation with the BRLMs. 3.4 The Company shall, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares, Managers and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may beManagers, in accordance with Applicable Law. 2.5 The Company and the Promoter Selling Shareholder shall severally, and to facilitate the process extent each of them is liable to pay, ensure that all fees and expenses relating to the Offer, including selling commission and brokerage, fees payable to the Managers, legal counsels, Registrar to the Offer, including processing fees to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to the SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer Exchanges shall be paid within the time prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with such persons and as set forth in the underwriters and sub-brokers/stock brokersEngagement Letter, etc. and in accordance with Applicable Law. All amounts payable expenses in relation to the BRLMs Offer other than the listing fees (which shall be borne by the Company) shall be shared among the Company and the Promoter Selling Shareholder on a pro rata basis, in proportion to the Equity Shares Allotted by the Company in the Fresh Issue and the Offered Shares sold by the Promoter Selling Shareholder in the Offer for Sale, in accordance with applicable law. All amounts due to the terms of Managers and the Fee Letter, Syndicate Members or their Affiliates under this Agreement or the Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For Exchanges and in the avoidance of doubtmanner set forth in the cash escrow and sponsor bank agreement entered into among, inter alia, the costsCompany, fees Promoter Selling Shareholder and the Managers. 2.6 The Company and the Promoter Selling Shareholder severally undertake and agree that they shall not access the money raised in the Offer until receipt of final listing and trading approvals from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013. The Company and the Promoter Selling Shareholder severally agree that they shall refund the money raised in the Offer, together with any interest, as applicable, as required under Applicable Law, to the Bidders if required to do so for any reason, including, without limitation, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. The Promoter Selling Shareholder shall be liable to refund money raised in the Offer only to the extent of the Equity Shares offered by it in the Offer together with any interest on such money, as required under Applicable Law to the Bidders. All refunds made, interest borne and expenses incurred (with respect regard to the Offer shall payment of refunds), by the Company on behalf of the Promoter Selling Shareholder will be borne adjusted or reimbursed by the Promoter Selling Shareholder to the Company as agreed among the Company and the Promoter Selling Shareholders as stated Shareholder in Clause 20.1 of this Agreementwriting, in accordance with Applicable Law. 3.8 2.7 The Company, Directors, Company shall take such steps as are necessary to ensure the Company’s Affiliates, completion of listing and commencement of trading of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, Equity Shares on the OfferStock Exchanges (including all necessary formalities in this regard) within 6 (six) Working Days of the Bid/Offer Closing Date, except with the BRLMs’ prior approval, or any other than any legal proceedings initiated time period as may be prescribed under Applicable Law. The Promoter Selling Shareholder shall provide such reasonable support and cooperation as required or requested by the Company, the Individual Selling ShareholdersManagers and/or under Applicable Law to the extent that such support and co-operation is in relation to its respective portion of the Equity Shares being offered in the Offer for Sale, to facilitate the process of listing and commencement of trading of Equity Shares on the Stock Exchanges. The Company shall further take all necessary steps (including ensuring that requisite funds are available to Registrar) in consultation with the Managers, to ensure dispatch of Confirmation of Allocation Notes, the completion of Allotment, prompt dispatch of Allotment Advice, dispatch the refund orders to the Bidders, including any revisions, if required, refund orders to Anchor Investors and unblocking ASBA Accounts in relation to other applicants, as per the modes prescribed in the Offer Documents, in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. The Promoter Group Selling Shareholders Shareholder shall provide all support and co-operation as required or requested by the Company and/or the Investor Selling Shareholders against any Managers in this respect to the extent that such support and co-operation is only in relation to its portion of Equity Shares being offered in the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments theretoOffer for Sale. The Company, its Affiliates, Directors, the Individual Promoter Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, Shareholder shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective its Offered Shares, such interest and any expenses and interest other expense incurred by the Company on behalf of the Promoter Selling Shareholders Shareholder with regard to interest for any delays such delays, only in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless event such delay is caused solely and directly attributable due to an act or omission the negligence of such the Promoter Selling Shareholder. . 2.8 The Company and the Promoter Selling Shareholders Shareholder severally agree and undertake that: (i) refunds to unsuccessful applicants or dispatch of Allotment Advice shall not access be made in accordance with the money raised pursuant methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful applicants or dispatch of Allotment Advice and Confirmation of Allocation Note in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer for Sale until in accordance with Applicable Law. 2.9 The Company has obtained authentication on the SEBI Complaints Redress System (“SCORES”) and shall comply with the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall, prior to the grant of final listing and trading approvals in relation approval, set up an investor grievance redressal system to redress all Offer- related grievances to the Equity Shares are received from satisfaction of the Stock Exchanges. 3.10 Each of Managers and in compliance with Applicable Law. The Promoter Selling Shareholder has authorized the Company and the Registrar to the Offer to deal with, on behalf of itself, any investor grievance received in the Offer by the Promoter Selling Shareholders acknowledges Shareholder and agrees to provide support and extend cooperation as required or requested by the Company and/or the Managers in redressal of such investor grievances, including in relation to itself and its Offered Shares and the Promoter Selling Shareholder Statements. 2.10 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies or the Stock Exchanges or any other Governmental Authority in the event that any of the information requested by the Managers (which in the opinion of the Managers, is required for such submission) is not made available by the Company or its Affiliates or Directors, Promoter, members of the Promoter Group, Group Companies or the Promoter Selling Shareholder promptly on request by the Managers, or the information already provided to the Managers is untrue, misleading or incomplete. 2.11 The Equity Shares offered in the Offer have not been, been and will not be, be registered under the U.S. Securities Act or the securities laws of any state of the United States and the Promoter Selling Shareholder acknowledges that the Offered Shares may not be offered or sold within the United States, States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, applicable state securities laws. The Promoter Selling Shareholders shall only offer and sell the Equity Offered Shares will be offered and to persons outside the United States, States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.S.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable), reservation in the Offer (if any) and the Offer Price, including any discounts, revisions, modifications or amendments thereof, shall be decided by the Company, in consultation with the BRLMs. 3.4 2.4 The Basis of Allotment and all allocations and allotments of Equity Shares made pursuant to the Offer shall be finalized by the Company shall, in consultation with the BRLMs, make applications the Registrar to the Offer and the Designated Stock Exchanges for listing Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLMs, in accordance with Applicable Law. 2.5 The Company undertakes and agrees that it shall not access or have recourse to the money raised in the Offer until receipt of its Equity Shares, and shall obtain in-principle and the final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock ExchangeExchanges. The Company undertakes that all shall refund the steps will be takenfunds raised in the Offer, in consultation together with any interest on such money as required under Applicable Law, to the BRLMsBidders if required to do so for any reason, for including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. 2.6 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such time period as may be prescribed under Applicable Law. The Investor Selling ShareholdersCompany shall further take all necessary steps, in consultation with the Promoter Group Selling Shareholder Statements BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the Individual Selling Shareholders unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. 2.7 The Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall provide reasonable supportbe made in accordance with the methods described in the Offer Documents, information and documentation in respect (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Investor Selling Shareholders StatementsAllotment Advice and the Confirmation of Allocation Notes, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statementsin accordance with the methods described in the Offer Documents, respectivelyshall be made available to the Registrar to the Offer. 3.5 2.8 The Company shall obtain authentication on the SCORES prior to filing of the updated Draft Red ▇▇▇▇▇▇▇ Prospectus with SEBI complaints redressal system andand shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014, as amended by the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021, in consultation with the BRLMs, relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. . 2.9 The Company BRLMs shall appoint, and have at all times for the duration right to withhold submission of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation any of the Offer Documents to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist SEBI, the Company and Registrar of Companies, the BRLMs in redressal of investor grievances, only Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain any information or documents requested by the BRLMs, SEBI and/or any other Governmental Authority is not made available to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders BRLMs by the Company or any of its Affiliates, directors or officers, immediately on request by the BRLMs or the Promoter Group Selling Shareholders, as the case may be, agree information already provided to assist the Company and the BRLMs in redressal is untrue, inaccurate or incomplete. Further, each of investor grievancesthe BRLMs may, in their sole discretion, determine at any time not to proceed with the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, Offer in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 Section 16 of this Agreement. 3.8 2.10 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold in the United States solely to “qualified institutional buyers” (as defined in Rule 144A) in transactions exempt from the registration requirements of the U.S. Securities Act, and outside the United States, States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 2.11 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be are several and not joint. FurthermoreFor the avoidance of doubt, it none of the BRLMs is clarified that the Investor Selling Shareholders shall not be held responsible for the actions or omissions of any acts of commission or omission of the other PartiesBRLMs or any of their Affiliates. HoweverTo the extent possible, each BRLM agrees to cooperate with the Investor Selling Shareholders shall share the costs other BRLMs in carrying out their duties and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of responsibilities under this Agreement.

OFFER TERMS. 3.1 4.1 The Parties agree that the terms of the Offer shall be decided by the Company and the Investor Selling Shareholders in accordance with Applicable Law, in consultation with the Book Running Lead Manager. The Parties agree that in relation to the Offer, the following shall be decided by the Company and the Selling Shareholders in consultation with the BRLMsBook Running Lead Manager, and shall decide be conveyed in writing to the Book Running Lead Manager by the Company: (i) the Price Band Band; (ii) the Offer Price; (iii) the Anchor Investor Allocation Price; (iv) the Anchor Investor Offer Price; (v) the discount (if any) and/or reservations; (vi) the Offer schedule (including the Bid/Offer Opening Date, the Bid/Offer Closing Date, the closing date for the QIBs and the Anchor Investor Bidding Date); (vii) Anchor Investor Portion; (viii) participation by the Anchor Investors and allocation to Anchor Investors; (ix) minimum bid lot; (x) postponing or withdrawal of the Offer; (xi) spill-over from any other category or combination of categories in case of under-subscription in any category (except the QIB category); and (xii) any revisions, modifications or amendments in relation to any of the above. Furthermore, each of these decisions shall be taken by the Company, through its Board of Directors or a duly constituted committee thereof and shall be conveyed in writing to the Book Running Lead Manager by the Company in relation to any of the above. The Company shall provide to the Selling Shareholders and the Book Running Lead Manager certified true copies of the relevant resolutions passed by its Board of Directors or a duly constituted committee thereof in relation to the matters set out in this Clause 4.1, including any revisions thereto) thereof. 4.2 The Company and the Selling Shareholders undertake and agree that they shall not access or have recourse to the money raised in the Offer Priceuntil receipt of final listing and trading approvals from the Stock Exchanges for the Offer, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act. The Company and the Selling Shareholders agree that on receipt of final listing and trading approvals from the Stock Exchanges for the Offer, they will have access to the monies raised in the Offer after deducting the amount of all Offer Expenses, and such amount of Offer Expenses will be transferred immediately in an Escrow Account. 3.2 4.3 The Company and the Selling Shareholders undertake and agree that they shall refund the money raised in the Offer together with any interest, as applicable, if required to do so for any reason, including, without limitation, under Applicable Law, failing to receive minimum subscription of the Offer in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (SCRR) or failing to receive minimum subscription of 90% of the Fresh Issue or failing to receive listing or trading permission within the time period specified by Applicable Law or under any direction or order of SEBI or any other governmental or statutory authority. For the avoidance of doubt and subject to Applicable Law, no liability to make any payment of interest shall accrue to any Selling Shareholder unless any delay in making any of the payments hereunder is solely or is directly attributable to an act or omission of such Selling Shareholder. 4.4 The Company and the Selling Shareholders agree that if there is under-subscription of the Offer, then subject to receiving minimum subscription of the Offer in terms of Rule 19(2)(b) of the SCRR and minimum subscription of 90% of the Fresh Issue, the Allotment shall be first made towards the Fresh Issue, and subsequently towards the Offer for Sale. 4.5 The Company and/ or the Selling Shareholders shall not, without the prior approval written consent of the BRLMsBook Running Lead Manager, file the DRHPOffer Documents including any amendments or supplements of notices, corrections or corrigenda in connection therewith, with the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC ROC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicablewhatsoever. 3.3 4.6 The Company and the Investor Selling Shareholders shall determine undertake that the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer PeriodCompany will, in consultation with the BRLMs. 3.4 The Company shall, in consultation with the BRLMsBook Running Lead Manager, make applications to the Stock Exchanges for listing of its Equity Shares, Shares and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange (Designated Stock Exchange). The Company undertakes and the Selling Shareholders further undertake that they shall take all the steps will be takensteps, in consultation with the BRLMsBook Running Lead Manager, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such the time period as prescribed under the SEBI ICDR Regulations and Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 4.7 The Company shall obtain authentication on the SEBI complaints redressal system andCompany, in consultation with the BRLMsBook Running Lead Manager, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs Book Running Lead Manager and in compliance with the SEBI ICDR Regulations. Further, the Company shall initiate all necessary action required for obtaining authentication on SEBI’s complaints redress system in terms of Applicable LawLaw including SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013, SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI circular dated October 14, 2021 (SEBI/HO/OIAE/IGRD/CIR/P/2021/642), and any amendment thereto. The Company shall appointin accordance with the SEBI ICDR Regulations, SEBI Listing Regulations and have at all times for the duration of this Agreement, Applicable Law (a) comply with corporate governance requirements and (b) appoint a compliance officer, and (c) appoint a designated person in relation terms of the provisions of Companies Act read with Companies (Management and Administration) Rules, 2014, as amended. The Selling Shareholders, shall, severally and not jointly, authorize the Company Secretary and Compliance Officer of the Company to compliance with SEBI ICDR Regulations deal with, on their behalf, any investor grievances received in the Offer only in relation to the Offer respective Selling Shareholder’s portion of the Offered Shares and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use shall provide reasonable endeavours to assist assistance required by the Company and the BRLMs Book Running Lead Manager in the redressal of any such investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 4.8 The Company shall take such steps steps, as provided in the Offer Documents, and as are necessary necessary, to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment AdviceAdvice and CAN, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under the SEBI ICDR Regulations, the relevant circulars issued by SEBI and Applicable Law, Law and, in the event of failure to do so, the Company shall ensure payment of pay interest to the applicants in respect of which there was such a failure, as required provided under Applicable Law. Each of the Individual Selling Shareholders or Companies Act and the Promoter Group Selling Shareholders, as SEBI ICDR Regulations. 4.9 The Company and the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation ensure that the underwriting commissions, procurement commissions, processing fees, if any, and brokerage due to the Companyunderwriters, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs SCSBs, fees to the Sponsor Bank for processing applications made by retail individual investors under the UPI Mechanism, fees to the Book Running Lead Manager, Syndicate Members and sub-brokers or stock brokers or registrar and transfer agent or certified depository participants or other registered intermediaries and any other mutually agreed fees due and commissions in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, registered intermediaries etc. and Applicable Law. All amounts payable by the Company to the BRLMs in accordance with the terms of the Fee Letter, Book Running Lead Manager shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final the listing and trading approvals from the Stock Exchanges. For the avoidance of doubtAs required by Applicable Law, the costs, fees and all expenses with respect to the Offer (including stamp duty) under this Clause 4.9 shall be borne by the Company and the Selling Shareholders as stated on a pro rata basis to the Equity Shares issued and Allotted by the Company in Clause 20.1 the Fresh Issue and Equity Shares sold by each of the Selling Shareholders in the Offer for Sale, respectively and in accordance with Applicable Law. Each Selling Shareholder will bear the securities transaction tax in accordance with Applicable Law on their respective Equity Shares sold in the Offer for Sale. 4.10 From the date of this Agreement. 3.8 The CompanyOffer Agreement until the commencement of the trading of Equity Shares on the Stock Exchanges pursuant to the Offer, (i) the Company shall not resort to and the Company shall take steps to inform its Affiliates, the Directors, the Company’s Affiliates, the Individual Selling ShareholdersPromoters, the Promoter Group Selling Shareholders and the Investor Selling Shareholders Group Companies that they shall not resort to to, any legal proceedings in respect of any matter having a bearing, directly or indirectly, indirectly on the OfferOffer (Legal Proceedings), except with after consultation (which shall be conducted after giving reasonable notice to the BRLMs’ prior approvalBook Running Lead Manager) with, other than any legal proceedings initiated by the Companyand after approval from, the Individual Selling ShareholdersBook Running Lead Manager, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments theretowhich approval shall not be unreasonably withheld. The Company, its Affiliates, the Directors, the Individual Selling ShareholdersPromoters, the Promoter Group Selling Shareholders, and the Investor Selling ShareholdersGroup Companies, on upon becoming aware, shall keep the BRLMs immediately Book Running Lead Manager informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, have initiated as set forth in this paragraph or that they may be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of ; (ii) the Selling Shareholders shall not resort to, and the Selling Shareholders shall take steps to inform their respective Affiliates that they shall not resort to any Legal Proceedings, except after consultation with, and after written approval from, the Book Running Lead Manager which shall not be unreasonably withheld. The Selling Shareholders and their respective Affiliates shall, upon becoming aware, keep the Book Running Lead Manager immediately informed in writing of the details of any legal proceedings initiated as set forth in this paragraph or may be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. It is clarified that this Clause 4.10 shall not cover legal proceedings: (i) initiated in the ordinary course of business by any person referred to in this Clause 4.10 which does not have a bearing, directly or indirectly, on the Offer; or (ii) initiated against any of the Book Running Lead Manager in relation to a breach of this Offer Agreement and the Engagement Letter. 4.11 The Book Running Lead Manager shall, upon receipt of any information or notice in relation to commencement of a Legal Proceeding (as defined in Clause 4.10 of this Offer Agreement), have the right to terminate their obligations under this Offer Agreement with immediate effect. 4.12 The Company upon becoming aware of any Legal Proceedings that relate to any matter having a bearing on the Offer will immediately inform the Book Running Lead Manager, in writing, of all developments pertaining to the proceedings. 4.13 The Company and the Selling Shareholders undertake that they shall not access the money raised in the Offer until the final listing and trading approvals are received from the Stock Exchanges. The Selling Shareholders agree that the applicable securities transaction tax in relation to the Offered Shares shall be deducted from the proceeds of the Offer for Sale for the purpose of onward depositing with the Indian revenue authorities in such manner as may be set forth in the Share Escrow Agreement or as may be directed by the Book Running Lead Manager in writing. The Company and the Selling Shareholders further agree that they shall refund the money raised in the Offer in respect of the Equity Shares offered by each of them, if required to do so for any reason, such as failing to get listing permission or under any direction or order of SEBI or any other governmental or statutory authority. In case such money is not refunded within the prescribed time after the Company and Selling Shareholders become be liable to repay it, then the Company and Selling Shareholders agree that the legal requirement to pay interest as per Applicable Law, in the manner described in the Offer Documents, towards all Bidders to whom such refunds should be made, shall be borne pro rata among the Company and the Selling Shareholders provided that Selling Shareholders shall not be responsible or liable for payment of to pay such expenses or interest, interest unless such delay is caused solely and by, or is directly attributable to to, an act or omission of such Selling ShareholderShareholder in relation to its respective Offered Shares, and in such an event, the Company shall be responsible to pay such interest. The Selling Shareholders shall not access In the money raised pursuant event of delay in the dispatch of refund orders/unblocking of funds due to the Offer for Sale until final listing and trading approvals gross negligence or wilful misconduct of the Company, the Company shall, to the extent permissible under Applicable Laws, reimburse to the Selling Shareholders, the expenses incurred by them in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each payment of such interest monies. Further, the Company and the Selling Shareholders acknowledges agree that they shall pay requisite interest, in respect of the Equity Shares offered by them in the Offer, under the Applicable Law or as per the direction or order of SEBI, the Stock Exchanges, the RoC or any other regulatory authority (inside or outside India). 4.14 The Company has entered into an agreement with National Securities Depository Limited and agrees Central Depository Services (India) Limited for dematerialization of the Equity Shares. 4.15 The Company and the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the SCSBs for purposes of the ASBA process in the Offer. 4.16 The Company undertakes that fund required for making the refunds to unsuccessful Bidders or dispatch of Allotment Advice and Confirmation of Anchor Investor Allocation Note as per the modes described in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. The Company further undertakes that the funds information and documents in this regard shall be made available to the Registrar to the Offer, in accordance with the terms of the Registrar Agreement, the Cash Escrow and Sponsor Bank Agreement and Applicable Law. In this regard, the Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as required or requested by the Company and/or the Book Running Lead Manager in relation to the Offered Shares, as may be applicable. Further, the Company undertakes, where relevant and appropriate, to give necessary instructions for unblocking of amounts in the ASBA Accounts. 4.17 The Parties acknowledge that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may will not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyAct. Accordingly, the Equity Shares will be offered and sold outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 4.18 The Company undertakes thatto appoint, until and to have at all times for the Equity Shares have been listed and have commenced trading pursuant to the duration of this Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because ofAgreement, inter-aliaa compliance officer, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offercompliance with various laws, as applicable, no further issue or offer of share capital whether rules and regulations and other directives issued by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner SEBI from time to time and who shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectusalso attend to matters relating to investor complaints. 3.12 4.19 The obligations of the BRLMs in relation to the Offer shall will be conditional onconditional, among other things, upon the following: (i) any i. Any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMsBook Running Lead Manager; (ii) existence of market conditions, whether in India or globally, before launch . The terms and conditions of the Offer being, in having been finalized to the sole opinion satisfaction of the BRLMsBook Running Lead Manager, satisfactory for including without limitation, the launch Price Band, the Offer Price and the size of the Offer. Any changes in the terms and conditions of the Offer must be to the satisfaction of the Book Running Lead Manager; (iii) the . The absence of, in the sole opinion of the BRLMsBook Running Lead Manager, any Material Adverse ChangeEffect; (iv) . The Company and the Company Selling Shareholders providing true, authentic, correct and correct, valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Investor Promoter Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders Shareholder shall not, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date (including the Bid/ Offer Closing Date applicable to Qualified Institutional Buyers), the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company in consultation with the BRLMs. 3.4 2.4 The basis of allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company shallin consultation with the BRLMs and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the BRLMs, make applications in accordance with Applicable Law. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, Allotment shall first be made towards the Fresh Issue. As required under Rule 19 (2)(b) of the SCRR and 90% of the Fresh Issue, the balance subscription in the Offer will be met in the following order of priority: (i) the issuance of balance part of the Fresh Issue; followed by (ii) through the sale of Offered Shares being offered by the Promoter Selling Shareholder in the Offer for Sale. 2.5 The Company and the Promoter Selling Shareholder shall ensure that all fees and expenses relating to the Stock Exchanges for listing of its Equity SharesOffer, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, Syndicate Members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall obtain in-principle be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All amounts due to the BRLMs and the Syndicate Members or their Affiliates under this Agreement or the Engagement Letter shall be payable in accordance with the mechanism to be set out in the Other Agreements. Notwithstanding anything to the contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the BRLMs in the Engagement Letter shall prevail. 2.6 Each of the Company and the Promoter Selling Shareholder agrees that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges and shallExchanges, prior to filing until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Red ▇▇▇▇▇▇▇ ProspectusCompanies Act, choose one 2013. Each of the Stock Exchanges Company and the Promoter Selling Shareholder shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Designated Stock Exchange. Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. 2.7 The Company undertakes that all the steps will be takenshall take such steps, in consultation with the BRLMsas expeditiously as possible, for as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such six Working Days of the Bid/Offer Closing Date, or any other time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system andfurther take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. The Promoter Selling Shareholder shall provide all required information, support and cooperation to the BRLMs and the Company in this respect. The Promoter Selling Shareholder has authorized the Company to take all actions in respect of the Offer for, and on, its behalf in accordance with Section 28 of the Companies Act and shall reimburse the Company for all expenses incurred by the Company in relation to the Offer for Sale on its behalf. 2.8 Each of the Company and the Promoter Selling Shareholder agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company has obtained authentication on the SCORES and comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Promoter Selling Shareholder has authorized the Company shall appointSecretary and the Compliance Officer of the Company, and have at all times for to deal with, on its behalf, any investor grievances received in the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations Offer in relation to the Offer Promoter Selling Shareholder or the Offered Shares and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist shall provide all assistance required by the Company and the BRLMs in the redressal of investor any Offer-related grievances. 2.10 The BRLMs shall have the right to withhold submission of any of the Offer Documents to the SEBI, only the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to any information requested by the BRLMs is not made available by the Company, the Promoter Selling Shareholder or any of their respective Investor Affiliates, directors or officers, immediately on request by the BRLMs or the information already provided to the BRLMs is untrue, inaccurate, misleading or incomplete. Further, each of the BRLMs may, in their sole discretion, determine at any time not to proceed with the Offer. 2.11 The Promoter Selling Shareholder Statements and may not withdraw from the Investor Offered Shares. The Individual Selling Shareholders or Offer after filing of the Promoter Group Selling Shareholders, as the case may be, agree DRHP with SEBI without prior written intimation to assist the Company and the BRLMs in redressal which shall be provided at least seven days prior and, subject to the provisions of investor grievancesthe ICDR Regulations, further they shall not increase or reduce the number of Equity Shares offered by them in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or Offer resulting in a change in the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch aggregate size of the letters of allotment or Allotment AdviceOffer, including any revisions, if required, and refund orders each without prior written approval to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this AgreementBRLMs. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.12 Each of the Company and the Promoter Selling Shareholders Shareholder acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act Act. Accordingly, the Company and accordingly, the Promoter Selling Shareholder will offer and sell the Equity Shares will be offered and only outside the United States, States in “offshore transactions” transactions as defined in in, and in reliance on on, Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction jurisdictions where those offers and sales are madeoccur. 3.11 2.13 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the prior written consent of the BRLMs; (ii) existence of market conditions, whether other BRLMs in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct carrying out their duties and valid information, reports, statements, declarations, undertakings, clarifications, documents responsibilities under this Agreement. The rights and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Promoter Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties Shareholder under this Agreement shall be several are joint and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementseveral.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs through the book building process prescribed under the ICDR Regulations, in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule II. 2.2 The Company and and/or the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Promoter Selling Shareholders shall not, during the subsistence of this Agreement, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. Provided that nothing in this Clause 2.2 shall apply to any allotment pursuant to ESOP 2022 or any issue of equity shares pursuant to the Pre-IPO Placement, in accordance with the ICDR Regulations. 3.3 2.3 The Company and the Investor Promoter Selling Shareholders shall determine in consultation with the BRLMs decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Bid/Offer Opening Date and Date, Bid/Offer Closing Date, Date (including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bidding Date), Anchor Investor Bid/Offer PeriodPeriod and the final Offer Price, including any revisions necessitated thereto by market conditions from time to time. Any such revisions shall be conveyed in writing by the Company and the Promoter Selling Shareholders to the BRLMs. 2.4 The Company undertakes that it will make applications to the Stock Exchanges for listing and trading of the Equity Shares and to obtain in-principle approvals from the Stock Exchanges. The Company shall designate one of the Stock Exchanges as the Designated Stock Exchange for the Offer prior to the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the Registrar of Companies. 2.5 The Basis of Allotment and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer (except with respect to Anchor Investors) shall be finalized by the Company and Promoter Selling Shareholders, in consultation with the BRLMs and the Designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and the Promoter Selling Shareholders in consultation with the BRLMs, in accordance with Applicable Law. 2.6 Except for listing fees (which shall be solely borne by the Company) and the fees and expenses of the legal counsel and the chartered accountants to the Promoter Selling Shareholders, which will be borne by the Promoter Selling Shareholders, all Offer expenses will be pro rata borne by the Company and Promoter Selling Shareholders, including BRLMs’ fee, underwriting commissions, roadshow expenses, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Self Certified Syndicate Banks, syndicate members, other Designated Intermediaries, legal advisors and any other agreed fees and commissions payable in relation to the Offer within the time prescribed under the agreements to be entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. The abovementioned expenses shall be borne by the Company and Promoter Selling Shareholders, in proportion of the Equity Shares issued by the Company and sold by each of the Promoter Selling Shareholders in the Offer and in accordance with Applicable Law. All such amounts payable to intermediaries shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges. Further, the Offer expenses to be borne by the Promoter Selling Shareholders shall be reimbursed to the Company. It is hereby clarified that any stamp duty payable in respect of the Offer shall be paid (a) by the Company, with respect to the Fresh Issue and (b) proportionately by the Promoter Selling Shareholders, with respect to the Offer for Sale. 2.7 Any changes in the Offer Size shall be jointly decided by the Company, Promoter Selling Shareholders and the BRLMs. No Promoter Selling Shareholder shall increase or reduce the number of Equity Shares offered by it in the Offer resulting in a change in the aggregate size of the Offer, without prior written intimation to the Company and the BRLMs. 3.4 2.8 Each of the Company and the Promoter Selling Shareholders, severally and not jointly, acknowledges and agrees that it shall not access the money raised in the Offer until receipt of final listing and trading approvals from the Stock Exchanges. The Company and the Promoter Selling Shareholders (to the extent applicable to Offered Shares) agree that the money raised in the Offer shall be refunded or unblocked (as applicable), together with any interest on such money as required under Applicable Law, to the Bidders if required, for any reason under Applicable Law, including, without limitation, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority, in the manner to be set out in the escrow agreement to be entered into for this purpose. The Company and the Promoter Selling Shareholders agree that they shall pay requisite interest under Applicable Law or direction or order of SEBI, Stock Exchanges, the RoC or any other Governmental Authority in the manner described in the Draft Red ▇▇▇▇▇▇▇ Prospectus and as will be described in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus. Each of the Promoter Selling Shareholders shall, severally and not jointly, be responsible to pay or reimburse, as the case may be, to the Company for any amount towards interest for delays in making refunds or unblocking of application money, in accordance with the terms mutually agreed between the Company and the Promoter Selling Shareholders. It is hereby clarified that, subject to obligations under applicable law, the Promoter Selling Shareholders shall not be liable or responsible to pay interest unless such delay is solely and directly attributable to an act or omission of such Promoter Selling Shareholder. The Promoter Selling Shareholder shall reimburse the expenses incurred by the Company on behalf of the Promoter Selling Shareholder in proportion to their respective offered shares in the Offer. 2.9 The Company shall, in consultation with the BRLMs, make applications take all steps necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges for listing within six Working Days of the Bid/Offer Closing Date, or any other time period as may be prescribed under Applicable Law. The Promoter Selling Shareholders shall extend reasonable cooperation as may be required by the Company, to the extent such cooperation is in relation to itself and its Equity portion of the Offered Shares, to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges. The Company shall further take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes, completion of the allotment/transfer of the Equity Shares pursuant to the Offer and dispatch the Allotment Advice promptly, and dispatch the refund orders to the applicants, including the intimation of unblocking of application money in relation to ASBA Bidders in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. 2.10 The Company agrees and undertakes that refunds/unblocking of application money to unsuccessful applicants or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents. 2.11 The Company and Promoter Selling Shareholders agree and undertake that the funds required for making refunds to unsuccessful applicants or dispatch of Allotment Advice in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer in accordance with Applicable Laws. 2.12 The Company shall obtain in-principle and final listing and trading approvals from authentication on the Stock Exchanges and shall, SEBI Complaints Redressal System (SCORES) prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation Prospectus with the BRLMsRegistrar of Companies, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for Each of the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Promoter Selling Shareholders agree to use reasonable endeavours provide all necessary assistance to assist the Company and the BRLMs in redressal of such investor grievances. Further, only each of the Promoter Selling Shareholders have authorised the Company to deal with any investor grievances received in the Offer in relation to the Promoter Selling Shareholder and/or the Equity Shares offered by the Promoter Selling Shareholder in the Offer. 2.13 The BRLMs shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies or the Stock Exchanges in the event that any of the information requested by the BRLMs is not made available by the Company, its Affiliates or any of the Promoter Selling Shareholders on request by the BRLMs or the information already provided to the BRLMs is untrue, inaccurate or incomplete. It is hereby clarified that the responsibility of the Promoter Selling Shareholders under this Section 2.13 shall be limited to the information requested by the BRLMs with respect to such investor grievances pertain to their respective Investor Promoter Selling Shareholder Statements and or its respective portion of the Investor Offered Shares. The Individual Company acknowledges and agrees that the Equity Shares and each of the Promoter Selling Shareholders acknowledges and agrees that its Offered Shares have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold within the Promoter Group Selling ShareholdersUnited States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares and Offered Shares, as applicable, will be offered and sold in the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act, and outside the United States in “offshore transactions” in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where such offers and sales are made. 2.14 In case may beof under-subscription in the Offer, Parties agree that subject to assist receiving minimum subscription for 90% of the Fresh Issue and complying with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Company and the BRLMs in redressal shall first ensure allotment of investor grievances, Equity Shares in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch Fresh Issue followed by allotment/transfer of the letters of allotment or Allotment AdviceOffered Shares. Additionally, including any revisions, even if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each minimum subscription for 90% of the Individual Selling Shareholders or the Promoter Group Selling ShareholdersFresh Issue is achieved, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on in the Stock Exchanges. Each remaining portion of the Investor Selling Shareholders shall extend reasonable cooperation Fresh Issue will be allotted prior to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to being offered as part of the Offer for Sale. In the event any Equity Shares are not sold in the Offer for Sale on account of under-subscription, such unsold Equity Shares shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements subject to be entered into with the underwriters and sublock-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account Documents and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the ICDR Regulations. 2.15 The Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders acknowledge and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees agree that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold within the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) in one or more transactions exempt from the registration requirements of the U.S. Securities Act, and outside the United States, in “offshore transactions” transactions as defined in and in reliance on compliance with Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 2.16 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be are several and not joint. FurthermoreFor the avoidance of doubt, it none of the BRLMs is clarified that the Investor Selling Shareholders shall not be held responsible for the actions or omissions of any acts of commission the other BRLMs or omission of any of the other Parties. HoweverTo the extent possible, each BRLM agrees to cooperate with the Investor Selling Shareholders shall share the costs other BRLMs in carrying out their duties and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of responsibilities under this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 Neither the Company and nor the Investor Promoter Selling Shareholders in consultation with nor the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Other Selling Shareholders shall notshall, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever Governmental Authority, as applicable, or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicabledistribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Date, the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, Date (including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Bidding Date), the Anchor Investor Allocation Price (if applicable) and the Offer PeriodPrice, including any revisions, modifications or amendments, shall be decided by the Company and the Selling Shareholders, in consultation with the BRLMs. 3.4 2.4 The Basis of Allotment and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company, and the Selling Shareholders, in consultation with the BRLMs and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company shall, and the Promoter Selling Shareholders in consultation with the BRLMs, make applications to in accordance with Applicable Law. 2.5 The Company, the Stock Exchanges for listing Promoter Selling Shareholders and the Other Selling Shareholders undertakes and agrees that it shall not access the money raised in the Offer until receipt of its Equity Shares, and shall obtain in-principle and the final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock ExchangeExchanges. The Company undertakes that all and the steps will be takenSelling Shareholders (to the extent applicable to Offered Shares) shall refund the money raised in the Offer, in consultation together with any interest on such money as required under Applicable Law, to the BRLMsBidders if required to do so for any reason, for including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. 2.6 The Company and the Selling Shareholders shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such six Working Days of the Bid/Offer Closing Date, or any other time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements Company and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system andfurther take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. The Selling Shareholders shall provide all reasonable support and extend reasonable cooperation as requested by the Company and/or the BRLMs in relation to timely finalisation of the Offer, as may be applicable 2.7 The Company and the Promoter Selling Shareholders agrees that they shall pay the BRLMs within 2 (two) days of receiving an intimation from them, for any liabilities for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Issue and/or the SCSBs as set out in the SEBI circular no. circular no. (SEBI/HO/CFD/DIL2/CIR/P/2021./2480/1/M) dated March 16, 2021, circular no. (SEBI/HO/CFD/DIL1/CIR/P/2021/47) March 31, 2021 and and circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021. The BRLMs, upon being aware of any of such liabilities will intimate the Company and the Promoter Selling Shareholders. 2.8 Each of the Company, the Promoter Selling Shareholders and the Other Selling Shareholders agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes by registered post, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company has obtained authentication on the SCORES and comply with the SEBI circular (CIR/OIAE/1/2013) dated December 18, 2014 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Each of the Promoter Selling Shareholders and the Other Selling Shareholders have authorized the Company shall appointto deal with, and have at all times for on its behalf, any investor grievances received in the duration of this Agreement, a compliance officer, Offer in relation to compliance with SEBI ICDR Regulations in relation to itself or its respective portion of the Offer Offered Shares, and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist shall provide all assistance required by the Company and the BRLMs in the redressal of investor any Offer-related grievances, only provided such grievances shall be resolved in consultation with the event that such investor grievances pertain to their respective Investor Promoter Selling Shareholder Statements Shareholders and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Other Selling Shareholders, as applicable. 2.10 The Selling Shareholders may not withdraw from the case may be, agree Offer after filing of the DRHP with SEBI without prior written intimation to assist the Company and the BRLMs which shall be provided at least seven days prior and, subject to the provisions of the ICDR Regulations, no Selling Shareholder shall increase or reduce the number of Equity Shares offered by it in redressal the Offer resulting in a change in the aggregate size of investor grievancesthe Offer, each without prior written intimation to the Company and the BRLMs which shall be provided at least seven days prior. 2.11 The BRLMs shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or any information requested by the Promoter Group Selling Shareholders Statements, as BRLMs is not made available by the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do soEntities, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to any of their respective Individual Offered Shares Affiliates, directors or officers, immediately on request by the BRLMs or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable information already provided to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letteris untrue, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokersinaccurate or incomplete. Further, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any each of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Companymay, its Affiliatesin their sole discretion, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of determine at any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required time not to defend in connection proceed with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.12 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may will not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly. Further, the Equity Shares will be offered and sold outside the United States, States in “offshore transactions” transactions as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are madeoccur. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant 2.13 Notwithstanding anything to the Offer or until contrary contained in this Agreement, the Bid monies are refunded rights and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the prior written consent of the BRLMs; (ii) existence of market conditions, whether other BRLMs in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct carrying out their duties and valid information, reports, statements, declarations, undertakings, clarifications, documents responsibilities under this Agreement. The rights and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Promoter Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances Shareholders under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms unless expressly otherwise set out under this Agreement. 3.14 The Parties agree that, Agreement in the event respect of under subscription in the Offer, the Equity Shares will be allotted in the following order: (iany joint and several obligations) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be are several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure E. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or and/or the Selling Shareholders shall not, without the prior written approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials (as defined herein). 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, in consultation with the BRLMs. 3.4 The Company shallBid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof shall be decided by the Company, acting through the Board/ IPO Committee, as applicable, in consultation with the BRLMsManagers. Furthermore, make applications all decisions with respect to the Stock Exchanges for listing Offer taken by the Company, through its Board of its Equity SharesDirectors or IPO Committee, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing be conveyed in writing (along with certified true copies of the Red ▇▇▇▇▇▇▇ Prospectusrelevant resolutions passed by the Board of Directors or the IPO Committee, choose one as applicable) to the Managers and Selling Shareholders by the Company. 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Stock Exchanges as Offer shall be finalized by the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMsManagers, for Registrar to the completion of Offer, and the necessary formalities for listing and commencement of trading of the Equity Shares at the Designated Stock Exchanges within such time period as prescribed under Exchange in accordance with Applicable Law. The Investor Selling ShareholdersAllocation to Anchor Investors, if any, shall be made on a discretionary basis by the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may beManagers, in accordance with Applicable Law, . Subject to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, that in the event of under an under-subscription in the Offer, the Equity Shares will be allotted in the following order: : (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required to comply with the minimum subscription to be received in the Offer under Applicable Law, will be Allotted prior to the sale of Equity Shares in the Offer for Sale; (ii) next all the Equity Shares held by the Selling Shareholder and offered for sale in the Offer will be Allotted ( in proportion to the equity shares being offered by such selling shareholders); and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by the Company towards the remaining 10% of the Fresh Issue. 2.5 The Company shall ensure that all fees and expenses relating to the Offer, including roadshow expenses, underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the Managers, Self-Certified Syndicate Banks, syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the respective engagement letters, in accordance with Applicable Law. The Company and the Selling Shareholders shall share the fees and expenses relating to the Offer as provided in Section 16 hereto, in accordance with Applicable Law. 2.6 Each of the Company and the Selling Shareholders, severally and not jointly, undertakes and agrees that it shall not access or have recourse to the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges, till which time such monies will be kept in a separate account in accordance with Applicable Law. Notwithstanding anything contained in this Agreement, the Company on behalf of the Selling Shareholders (in proportion to their respective portion of the Offered Shares) shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority. All interest borne, and expenses incurred (with regard to delayed payment of refunds), by the Company on behalf of any of the Selling Shareholders (if any) to the extent of the Equity Shares offered by such Selling Shareholder in the Investor Offer, will be adjusted or reimbursed by such Selling Shareholders;Shareholder (severally and not jointly) to the Company, as provided in Section 16 and in accordance with Applicable Law, provided that none of the Selling Shareholders shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Selling Shareholder. (ii) next2.7 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares offered by on the Individual Selling Shareholders; and (iii) nextStock Exchanges within three Working Days of the Bid/Offer Closing Date, or any other time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares offered by pursuant to the Promoter Group Selling Shareholders; will Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to provide refunds within the time period prescribed under the Applicable Law, the Company shall be allotted liable to pay interest as required under Applicable Law in the manner set forth out in Section 2.6. Each of the Selling Shareholders shall, severally and not jointly, provide all reasonable support and extend all reasonable cooperation as may be requested by the Managers and the Company for completion of the necessary formalities set out above in Section 2.6, which shall, in any event, be limited to the extent of each Selling Shareholders’ portion of the Offered Shares. 2.8 Subject to Section 2.6 and 2.7, the Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of Allotment Advice and Confirmation of Allocation Notes by registered post, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. The Selling Shareholders shall provide reasonable support and extend reasonable cooperation as required or requested by the Managers and the Company to facilitate this process. 3.15 2.9 Except as otherwise agreed and specified in the Engagement Letter and this Agreement, all amounts payable to the Managers in accordance with the terms of the Engagement Letter and the procurement brokerages and commissions payable to members of the Syndicate in terms of Syndicate Agreement, shall be paid in accordance with the terms and conditions mentioned therein and the Applicable Law. 2.10 The rightsCompany shall, obligationsafter filing the DRHP, representationsobtain authentication on the SEBI Complaints Redress System (“SCORES”) and comply with the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, warranties2021, covenants SEBI circular (SEBI/HO/OIAE/IGRD/P/CIR/2022/0150) dated November 7, 2022, and undertakings the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2023/156) dated September 20, 2023, and indemnitiesas further amended from time to time, if anyin relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer-related grievances to the satisfaction of the Managers and in compliance with Applicable Law. The Selling Shareholders, shall, severally and not jointly, authorize the Compliance Officer of the Company to deal with, on their behalf, any investor grievances received in the Offer in relation to the respective Selling Shareholder’s portion of the Offered Shares and shall reasonably co-operate with the Company and the Managers in the redressal of any such investor grievances, provided that in any such case requiring a written response in respect of any investor grievance on behalf of any Selling Shareholder, the prior approval of the relevant Selling Shareholder on such response shall be obtained by the Company. 2.11 The Company has entered into an agreement with each of the Parties under this Agreement shall be several National Securities Depository Limited and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible Central Depository Services (India) Limited for any acts of commission or omission dematerialization of the other Parties. Howeveroutstanding Equity Shares. 2.12 Prior to the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the Registrar of Companies, the Investor Selling Shareholders Company shall share obtain in-principle approvals from each of the costs Stock Exchanges for the listing and reimburse trading of the Equity Shares and shall select in consultation with the Managers one of the Stock Exchanges as the Designated Stock Exchange. The Company shall apply for final listing and trading approvals within the period required under Applicable Law or at the request of the Managers. 2.13 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the manner agreed event that any information requested by the Managers which in Clauses 3.9 and 20 the opinion of this Agreement.the Managers is required for such submission is not made available, in a timely manner, by (i) the Company, its Affiliates or Directors, or

OFFER TERMS. 3.1 The Company and 2.1 On the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior approval basis of the BRLMs, file the DRHP, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC or any representations and warranties contained in this Agreement and subject to Section 2.2 herein and other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicable. 3.3 The Company terms and the Investor Selling Shareholders shall determine the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, in consultation with the BRLMs. 3.4 The Company shall, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration conditions of this Agreement, a compliance officerthe Underwriters hereby severally (and not jointly) agree to procure subscribers and purchasers for, and failing which, subscribe to and purchase themselves, the Equity Shares offered in relation the Offer in the manner and to compliance with the extent set out in Sections 5 and 6 of this Agreement and the SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the Merchant Bankers Regulations (as defined below). 2.2 Nothing in this Agreement will constitute an obligation, directly or indirectly, on the part of any of the Underwriters to procure subscribers and purchasers for or subscribe to or purchase itself any Equity Shares for which (a) any Bids have been submitted directly to an SCSB (which, for purposes of clarity, excludes the Bids submitted with the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling ShareholdersSyndicate Members including any sub-syndicate member, as the case may be, agree at Specified Locations) or (b) any Bids have been submitted by the ASBA Bidders to assist the Company Registered Brokers, the RTAs or the CDPs (including Bids collected under the UPI Mechanism pursuant to the UPI Circulars) or (c) any Bids have been submitted by Anchor Investors in the Anchor Investor Portion or (d) any Bids which are received by the Sponsor Bank, where the validation and funds blocking is not done by the Sponsor Bank or the respective SCSBs, as applicable, or (e) any Bids procured by other Underwriters (or any sub-syndicate member of such Underwriter). Notwithstanding anything else contained in this Agreement, the Underwriters shall not have any obligation to procure subscribers or purchasers for or subscribe to or purchase any Equity Shares for Bids submitted with the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders StatementsSyndicate Members including any sub-syndicate member, as the case may be, and matters related thereto. 3.6 The Company shall take if such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders obligation arises due to the Bidders including non-resident Indians soon after negligence, misconduct or default by the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders SCSBs or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and outside the United States, in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than Sponsor Bank in connection with the grant of employee stock options in accordance with Bids submitted by the Securities Bidders (including any Bids which are received by Sponsor Bank, where the validation and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (funds blocking is not done by the “SEBI SBEB Regulations”Sponsor Bank or respective SCSBs), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 2.3 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory indicative amounts for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and which each of the Individual Selling ShareholdersUnderwriters has to procure subscribers or purchasers for or subscribe to or purchase itself, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options as set forth in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and Schedule II to this Agreement and salesin the Prospectus. Notwithstanding the above, if any, of any Equity Shares prior to the filing actual underwriting obligation of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval Underwriters could be different from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may beindicative amounts. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure B. 2.2 The Company, each Promoter Selling Shareholder, each Other Corporate Selling Shareholder and each Individual Selling Shareholder shall not, without the prior written approval of the BRLMs (other than a BRLM with respect to whom this Agreement has been terminated in accordance with Section 19 of this Agreement), file any of the Offer Documents with, or withdraw any of the filed Offer Documents from, the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or otherwise issue or distribute any Supplemental Offer Materials. 2.3 The terms of the Offer, including the Price Band, the Bid/Offer Opening Date, the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any discounts, revisions, modifications or amendments thereof, shall be decided by the Company and each Promoter Selling Shareholder, the Other Corporate Selling Shareholders and the Individual Selling Shareholders, in consultation with the BRLMs. Subject to compliance with this Section 2.3, including prior consent of the respective Selling Shareholder to such terms of the Offer, all such decisions shall be taken by the Company, through its Board of Directors or a duly constituted committee thereof and shall be conveyed in writing to the BRLMs by the Company. 2.4 The basis of allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company in consultation with the BRLMs and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and the Investor Selling Shareholders in consultation with the BRLMs, in accordance with Applicable Law. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer , the Allotment for the balance valid Bids will be made towards Equity Shares offered by the Selling Shareholders in proportion to the Offered Shares being offered by the Selling Shareholders and only then, towards the balance Fresh Issue. 2.5 The Company shall decide ensure that all fees and expenses relating to the Price Band (Offer, including the underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock brokers, fees payable to the SCSBs, Syndicate Members, legal advisors and any revisions thereto) other agreed fees and commissions payable in relation to the Offer shall be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Engagement Letter, in accordance with Applicable Law. All amounts due to the BRLMs and the Offer Price. 3.2 Syndicate Members or their Affiliates under this Agreement or the Engagement Letter shall be payable in accordance with the mechanism to be set out in the cash escrow and sponsor bank agreement. The Company or and the Selling Shareholders shall notshare the fees and expenses relating to the Offer as provided in Section 16 hereto, without in accordance with Applicable Law. Notwithstanding anything to the prior approval contrary in this Agreement, commercial terms in relation to the payment of fees and expenses to the BRLMs in the Engagement Letter shall prevail. 2.6 Each of the BRLMs, file the DRHPCompany, the RHP or the Prospectus with SEBIPromoter Selling Shareholders, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicable. 3.3 The Company Other Corporate Selling Shareholders and the Investor Individual Selling Shareholders undertakes and agrees that it shall determine the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable not access or have recourse to the Qualified Institutional Buyers and money raised in the Anchor Investor Bid/Offer Period, in consultation with until receipt of the BRLMs. 3.4 The Company shall, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shallExchanges, prior to filing in accordance with Applicable Laws, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Red ▇▇▇▇▇▇▇ ProspectusCompanies Act, choose one 2013. Notwithstanding anything contained in this Agreement, the Company on behalf of the Stock Exchanges Selling Shareholders (in proportion to their respective portion of the Offered Shares) shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Designated Stock ExchangeBidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority. All interest borne, and expenses incurred (with regard to delayed payment of refunds), by the Company on behalf of any of the Selling Shareholders (if any) to the extent of the Equity Shares offered by such Selling Shareholder in the Offer, will be adjusted or reimbursed by such Selling Shareholder (severally and not jointly) to the Company in accordance with Applicable Law, provided that none of the Selling Shareholders shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Selling Shareholder. 2.7 The Company undertakes that all the steps will be takenshall take such steps, in consultation with the BRLMsas expeditiously as possible, for as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such time period as is prescribed under Applicable Law. The Investor Company shall further take all necessary steps, in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Promoter Selling Shareholders, the Promoter Group Other Corporate Selling Shareholder Statements Shareholders and the Individual Selling Shareholders shall provide reasonable supportall required information, information support and documentation cooperation to the BRLMs and the Company in this respect. Each of the Promoter Selling Shareholders, the Other Corporate Selling Shareholders and the Individual Selling Shareholders have authorized the Company to take all actions in respect of the Investor Offer for, and on, its behalf. 2.8 The Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. Each of the Promoter Selling Shareholders, the Other Corporate Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and the Individual Selling Shareholder StatementsShareholders shall provide all required information, respectivelysupport and cooperation to the BRLMs and the Company in this respect. 3.5 2.9 The Company shall obtain has obtained authentication on the SEBI complaints redressal system and, in consultation SCORES and comply with the BRLMsSEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/624) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Each of the Promoter Selling Shareholders, the Other Corporate Selling Shareholders and the Individual Selling Shareholders have authorized the Company shall appointSecretary and the Compliance Officer of the Company, and have at all times for to deal with, on their behalf, any investor grievances received in the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations Offer in relation to the Offer and to attend to matters relating to investor grievances. The Investor respective Selling Shareholders agree to use reasonable endeavours to assist or their respective portion of the Offered Shares, and shall provide all assistance required by the Company and the BRLMs in the redressal of investor any Offer-related grievances. 2.10 The BRLMs shall have the right to withhold submission of any of the Offer Documents to the SEBI, only the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that such investor grievances pertain to any information requested by the BRLMs is not made available by (i) the Company Entities or any of their respective Investor Affiliates, directors or officers; or (ii) any Selling Shareholder, to the extent of its respective Selling Shareholder Statements and Statements, immediately on request by the Investor Offered Shares. The Individual Selling Shareholders BRLMs or the Promoter Group Selling Shareholders, as the case may be, agree information already provided to assist the Company and the BRLMs in redressal of investor grievancesis untrue, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements inaccurate, misleading or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related theretoincomplete. 3.6 2.11 The Company shall take such steps as are necessary to ensure the completion of Allotment acknowledges and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing agrees that the Equity Shares on the Stock Exchanges. Each and each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity its Offered Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares and Offered Shares, as applicable, will be offered and sold within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) pursuant to Section 4(a) of the U.S. Securities Act, and outside the United States, States in “offshore transactions” as defined in and in reliance on upon Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are madeoccur. 3.11 2.12 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs is responsible for the actions or omissions of any of the other BRLMs. To the extent possible, each BRLM agrees to cooperate with the prior written consent of the BRLMs; (ii) existence of market conditions, whether other BRLMs in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct carrying out their duties and valid information, reports, statements, declarations, undertakings, clarifications, documents responsibilities under this Agreement. The rights and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions Individual Promoter Selling Shareholders under this Agreement are joint and several. The rights and obligations of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI Corporate Promoter Selling Shareholder are several and to enable them to verify that the statements made in the Offer Documents are true not joint. The rights and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities obligations of the Company shall be undertaken by and the Promoters (other than transfers inter se the Promoters Other Corporate Selling Shareholder are several and Promoter Group, in accordance with Applicable Law not joint. The rights and this Agreement and sales, if any, of any Equity Shares prior to the filing obligations of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) Company and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, Shareholders are several and not joint. It is clarified that the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and covenants, undertakings and indemnities, if any, indemnities of each of the Parties Selling Shareholders under this Agreement shall (unless expressly otherwise set out under this Agreement) be several several, and not joint. Furthermore, it is clarified that and none of the Investor Selling Shareholders shall not be held responsible for the information, obligations, representations, warranties or for any acts or omissions of commission or omission of the any other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this AgreementShareholder.

OFFER TERMS. 3.1 2.1 The Company Offer will be managed by the BRLMs through the book building process prescribed under the ICDR Regulations and the Investor Selling Shareholders in consultation accordance with the BRLMs, shall decide inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 Neither the Price Band (including Bank nor any revisions thereto) and the Offer Price. 3.2 The Company or of the Selling Shareholders shall notshall, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable), reservation in the Offer (if any) and the Offer Price, including any discounts, revisions, modifications or amendments thereof, shall be decided by the Bank in consultation with the BRLMs. 3.4 2.4 The Company shallBasis of Allotment and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Bank in consultation with the BRLMs, the Registrar to the Offer and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Bank in consultation with the BRLMs, in accordance with Applicable Law. 2.5 All allocations (except with respect to Anchor Investors) and the Basis of Allotment and Allotment of the Offered Shares shall be finalized by the Bank, in consultation with the BRLMs and the Designated Stock Exchange, in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made at the discretion of the Bank, in consultation with the BRLMs, make applications to the Stock Exchanges for listing of its Equity Shares, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance accordance with Applicable Law. The Company shall appointParties agree that in case of under-subscription in the Offer, and have at all times for Equity Shares up to 90% of the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation Fresh Issue (“Minimum Subscription”) will be issued prior to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal sale of investor grievances, only Equity Shares in the event Offer for Sale, provided that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch post satisfaction of the letters of allotment or Allotment AdviceMinimum Subscription, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing all the Equity Shares on offered by the Stock ExchangesSelling Shareholders in the Offer for Sale will be Allotted (in proportion to the Offered Shares being offered by them). Each For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Investor Fresh Issue (i.e., 10% of the Fresh Issue) will be Allotted only once the entire portion of the Offered Shares are Allotted in the Offer. 2.6 The Bank and the Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all fees and expenses relating to the Offer, including the underwriting commissions, procurement commissions, if any, and brokerage and due to the underwriters, fees payable to the BRLMs Self Certified Syndicate Banks, syndicate members, legal advisors and any other agreed fees and commissions payable in relation to the Offer shall be paid within the time prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with such persons and as set forth in the underwriters and sub-brokers/stock brokersEngagement Letter, etc. and in accordance with Applicable Law. All amounts payable due to the BRLMs in accordance with and the terms of Syndicate Members or their Affiliates under this Agreement or the Fee Letter, Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For . 2.7 Each of the avoidance of doubtBank and the Selling Shareholders, the costsseverally and not jointly, fees undertakes and expenses with respect agrees that they shall not access or have recourse to the money raised in the Offer shall be borne by until receipt of the Company final listing and trading approvals from the Stock Exchanges. The Bank and the Selling Shareholders shall refund the money raised in the Offer, together with any interest on such money as stated in Clause 20.1 required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of this Agreementthe SEBI or any other Governmental Authority. 3.8 2.8 The Company, Directors, Bank and the Company’s Affiliates, the Individual Selling Shareholders, severally and not jointly, shall take such steps, as expeditiously as possible, as are necessary to ensure the Promoter Group Selling Shareholders completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time period as prescribed under Applicable Law. The Bank and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimbursefurther take all necessary steps, in proportion consultation with the BRLMs, to their respective Offered Shares, any expenses and interest incurred by ensure the Company on behalf dispatch of the Selling Shareholders for Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any delays revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts in making refunds any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under the Companies Act and any other Applicable Law, provided that none . Each of the Selling Shareholders shall be responsible or liable for payment provide all required information, support and cooperation to the BRLMs and the Bank in this respect. Each of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The the Selling Shareholders has authorized the Bank to take all actions in respect of the Offer for, and on, its behalf in accordance with Section 28 of the Companies Act, 2013 and shall not access reimburse the money raised pursuant Bank for all expenses incurred by the Bank in relation to the Offer for Sale until final listing on each of their behalf in a manner as may be mutually agreed among the Bank and trading approvals the Selling Shareholders in accordance with Applicable Law. 2.9 Each of the Bank and the Selling Shareholders, severally and not jointly, agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents and under Applicable Law, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.10 The Bank has obtained authentication on the SCORES and comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of investor grievances through SCORES. The Bank has set up an investor grievance redressal system to redress all Offer-related grievances to the Equity Shares are received from satisfaction of the Stock Exchanges. 3.10 BRLMs and in compliance with Applicable Law. Each of the Selling Shareholders has authorized the Company Secretary and the Compliance Officer of the Bank, to deal with, on its behalf, any investor grievances received in the Offer in relation to such Selling Shareholder or its respective Offered Shares, and shall provide all assistance required by the Bank and the BRLMs in the redressal of any Offer-related grievances. 2.11 Each of the Bank and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will only be offered and sold outside the United States, States in “offshore transactions” as defined transactions in and in reliance on compliance with Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/. No sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted permitted to occur in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer DocumentsUnited States. 3.15 2.12 The rights, obligations, representations, warranties, covenants rights and undertakings and indemnities, if any, of each obligations of the Parties BRLMs under this Agreement shall be are several and not joint. FurthermoreFor the avoidance of doubt, it none of the BRLMs is clarified that the Investor Selling Shareholders shall not be held responsible for the actions or omissions of any acts of commission or omission of the other PartiesBRLMs. HoweverTo the extent possible, each BRLM agrees to cooperate with the Investor Selling Shareholders shall share the costs other BRLMs in carrying out their duties and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of responsibilities under this Agreement.

OFFER TERMS. 3.1 2.1 The Company and Offer will be managed by the Investor Selling Shareholders Managers in consultation accordance with the BRLMs, shall decide inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 Neither the Price Band (including Company nor any revisions thereto) and the Offer Price. 3.2 The Company or of the Selling Shareholders shall notshall, without the prior written approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, in consultation with the BRLMs. 3.4 The Company shallBid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company, acting through the IPO Committee, in consultation with the BRLMsManagers. 2.4 The Basis of Allotment and all allocations, make applications allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company, acting through the IPO Committee, in consultation with the Managers, the Registrar to the Offer and the Designated Stock Exchanges Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the Selling Shareholders and the Managers, in accordance with Applicable Law. In the event of under subscription in the Offer, all the Equity Shares held by the Selling Shareholders and offered for listing sale in the Offer for Sale will be Allotted (in proportion to the Offered Shares being offered by each Selling Shareholder). 2.5 Each of its Equity Shares, the Company and the Selling Shareholders undertakes and agrees that it shall obtain in-principle and not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. The Company, on behalf of the Selling Shareholders (in proportion to their respective portion of the Offered Shares) shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority provided that the Selling Shareholders shall not be responsible to pay such interest (to the extent of its respective Offered Shares) unless such delay is caused solely by, or is directly attributable to, an act or omission of the Selling Shareholders in relation to their respective portion of the Offered Shares. 2.6 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or any other time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts (including any accounts blocked under the UPI mechanism) in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders shall provide required information, reasonable support and reasonable cooperation as required under Applicable Law or requested by the Company and/or the Managers in this respect. Each of the Selling Shareholders shall, prior severally and not jointly, reimburse the Company for all expenses incurred by the Company in relation to filing the Offer for Sale on each of their respective behalf as mutually agreed between the Company and the Selling Shareholders. 2.7 The Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.8 The Company shall, immediately at the time of filing the Draft Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation Complaints Redress System (“SCORES”) and comply with the BRLMsSEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs Managers and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburseauthorize the Compliance Officer of the Company to deal with, in proportion to on their respective Offered Sharesbehalf, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays investor grievances received in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity respective Selling Shareholder’s portion of the Offered Shares are received from and shall reasonably co-operate with the Company and the Managers in the redressal of any such investor grievances. 2.9 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock ExchangesExchanges or any other Governmental Authority in the event that any information requested by the Managers is not made available by (i) the Company Entities or any of their respective Affiliates, directors or officers, or (ii) any Selling Shareholder, to the extent that such information relates to such Selling Shareholder or its respective Offered Shares in connection with the Offer, requested by the Managers or the information already provided to the Managers is untrue, inaccurate or incomplete. 3.10 2.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold in the United States solely to “qualified institutional buyers” (as defined in Rule 144A) under the U.S. Securities Act pursuant to Section 4(a)(2) of the U.S. Securities Act or another available exemption from registration thereunder, and outside the United States, States in “offshore transactions” as defined in in, and in reliance on on, Regulation S under the U.S. Securities Act S. 2.11 The rights, obligations and in accordance with the applicable laws liabilities of the jurisdiction where those offers Managers and sales the Selling Shareholders (unless stated otherwise) under this Agreement are made. 3.11 The Company undertakes thatseveral and not joint. For the avoidance of doubt, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing none of the DRHP with SEBI other than in connection with Managers is responsible for the grant actions or omissions of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations any of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type other Managers. The rights and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Promoter Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties Shareholder under this Agreement shall be several are joint and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementseveral.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure B. 2.2 The Company and and/or the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Promoter Selling Shareholders shall not, without the prior approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewith, as may be applicableGovernmental Authority. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price including any revisions, modifications or amendments thereto shall be decided by the Company, acting through the Board and/ or the IPO Committee, and the Promoter Selling Shareholders in consultation with the BRLMsManagers. 3.4 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company shall, in consultation with the BRLMsManagers, make applications the Registrar to the Offer and the Designated Stock Exchanges Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and the Promoter Selling Shareholders in consultation with the Managers, in accordance with Applicable Law. The Parties agree that in the event of an under-subscription in the Offer, the Equity Shares will be allotted in the following order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required to comply with the minimum subscription to be received in the Offer under Applicable Law, will be Allotted prior to the sale of Equity Shares in the Offer for listing Sale; (ii) next all the Equity Shares held by the Promoter Selling Shareholders and offered for sale in the Offer for Sale on a proportionate basis will be Allotted; and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of its Equity SharesShares will be Allotted by the Company towards the remaining 10% of the Fresh Issue. 2.5 The Company and the Promoter Selling Shareholders agree that all fees and expenses relating to the Offer, shall be paid in accordance with clause 14 of this Agreement and shall be paid within the time prescribed under the agreements to be entered into with such persons and as set forth in the Fee Letter, this Agreement, and in accordance with Applicable Law. 2.6 Each of the Company and the Promoter Selling Shareholders, severally and not jointly, undertake and agree that it shall obtain in-principle and not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges, till which time such monies will be kept in a separate bank account in a scheduled bank accordance with Applicable Law. Notwithstanding anything contained in this Agreement, the Company shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority. All interest borne, and expenses incurred (with regard to delayed payment of refunds), by the Company on behalf of any of the Promoter Selling Shareholders (if any) to the extent of the Equity Shares offered by such Promoter Selling Shareholder in the Offer, will be adjusted or reimbursed by such Promoter Selling Shareholder (severally and not jointly) to the Company, as provided in Section 14 and in accordance with Applicable Law, provided that none of the Promoter Selling Shareholders shall be liable or responsible to pay any interest or expenses unless such delay is caused solely by, and is directly attributable to, an act or omission of such Promoter Selling Shareholder. In the event there is a failure or delay by such Promoter Selling Shareholder in relation to the Offered Shares, while the Company will be responsible for paying interest in relation to the Equity Shares being offered in the Offer, the Promoter Selling Shareholder shall reimburse interest on account of such delay to the Company. It is hereby clarified, that each Promoter Selling Shareholder shall, severally and not jointly, be responsible to pay, or reimburse to the Company, as the case may be, any interest for such delays in making refunds, only to the extent of its Offered Shares, provided that such Promoter Selling Shareholder shall not be responsible to pay such interest unless such delay has been caused solely by or is directly attributable to an act or omission of such Promoter Selling Shareholder and in any other case the Company shall take on the responsibility to pay interest. 2.7 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Bid/Offer Closing Date, or any other time period prescribed under Applicable Law. The Company shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts (including any accounts blocked under the UPI mechanism) in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to provide refunds within the time period prescribed under the Applicable Law, the Company shall be liable to pay interest as required under Applicable Law. Each of the Promoter Selling Shareholders shall, severally and not jointly, provide all reasonable support and extend all reasonable cooperation as may be requested by the Managers and the Company for completion of the necessary formalities set out above in Section 2.6, which shall, in any event, be limited to the extent of each Promoter Selling Shareholder’s portion of the Offered Shares to the extent required under applicable law. 2.8 Subject to Sections 2.6 and 2.7, the Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents; and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of Allotment Advice and Confirmation of Allocation Notes by registered post, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.9 The Company has obtained authentication on the SEBI Complaints Redress System (“SCORES”) and shall comply with the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall, prior to the grant of final listing and trading approval, set up an investor grievance redressal system to redress all Offer-related grievances to the satisfaction of the Managers and in compliance with Applicable Law. Each of the Promoter Selling Shareholders shall severally and not jointly, authorize the Compliance Officer of the Company to deal with, on behalf of itself, any investor grievance received in the Offer by such Promoter Selling Shareholder and agrees to provide reasonable support and extend reasonable cooperation as required under Applicable Laws in redressal of such investor grievances, including in relation to itself and its respective Offered Shares and the respective Promoter Selling Shareholder Statements. 2.10 The Company agrees that in the event of any compensation required to be paid by the Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular no. dated March 16 Circular, March 31 Circular, June 2 Circular and April 20, 2022 Circular read along with the provisions of Applicable Laws, the Company shall reimburse the relevant Manager for such compensation (including applicable taxes and statutory charges, interest or penalty charged, if any) immediately but not later than 5 (five)Working days of the (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any); or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) being communicated to the Company, in writing, by the Manager(s).. To the extent permitted by applicable law, the relevant Manager agrees to provide the Company within a reasonable time period, if so requested by the Company, any document or information in its possession, in the event that any action is proposed to be taken by the Company against any SCSB in relation to any delay or failure which results in a reimbursement or payment under this Section. 2.11 The Company has entered into an agreement with the National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of the outstanding Equity Shares. 2.12 The Company shall enter into an agreement with a credit rating agency for monitoring of proceeds of the Fresh Issue in terms of the ICDR Regulations. 2.13 Prior to the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the Registrar of Companies, the Company shall obtain in-principle approvals from each of the Stock Exchanges for the listing and trading of the Equity Shares and shall select in consultation with the Managers one of the Stock Exchanges as the Designated Stock Exchange. The Company shall apply for final listing and trading approvals within the period required under Applicable Law or at the request of the Managers. 2.14 The Managers shall have the right to withhold submission of any of the Offer Documents or other documentation related to the Offer to the SEBI, the Registrar of Companies, the Stock Exchanges or any other Governmental Authority in the event that any information requested by the Managers which in the opinion of the Managers is required for such submission is not made available, in a reasonably timely manner, by (i) the Company and the Board of Directors or (ii) any Promoter Selling Shareholder in relation to its Promoter Selling Shareholder Statements. 2.15 The Promoter Selling Shareholders may, prior to the date of filing of the Red ▇▇▇▇▇▇▇ Prospectus, choose one increase or reduce the size of their respective portion of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, Offered Shares in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation with the BRLMs, shall set up an investor grievance redressal system to redress all Offer related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and or withdraw from the Offer, only after prior written notification to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event Managers; provided that such investor grievances pertain to their respective Investor a Promoter Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly withdraw from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with or increase or reduce the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any size of its portion of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed Offered Shares in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally only with prior consultation and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 Each prior written consent of the Company and the Managers, to the extent such change would require a re-filing of the Draft Red ▇▇▇▇▇▇▇ Prospectus in terms of Schedule XVI of the ICDR Regulations or the Offer becoming non-compliant with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. It is clarified that, after the filing of the RHP with the RoC and until the Bid/ Offer Opening Date, no Promoter Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares. In the event of withdrawal by any of the Promoter Selling Shareholders acknowledges from the Offer, the Company and/or the other Promoter Selling Shareholder(s) can proceed with the Offer, subject to all applicable regulatory conditions under Applicable Law being satisfied. 2.16 The Parties acknowledge and agrees agree that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares and the respective portion of the Offered Shares, as applicable, will be offered and sold in the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act, and outside the United States, States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction jurisdictions where those such offers and sales are made. 3.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions of the Offer being made only with the prior written consent of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 2.17 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, indemnities of each of the Parties (unless otherwise set out herein) under this Agreement shall be several and not joint. Furthermore, it is clarified that (a) the Investor liability of each of the Promoter Selling Shareholders for interest (if any) and expenses and fees shall not be held responsible for any acts of commission or omission to the extent of the other Parties. However, the Investor respective Promoter Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreement.Shareholder Offered Shares;

OFFER TERMS. 3.1 2.1 The Company and Offer will be managed by the Investor Selling Shareholders Managers in consultation accordance with the BRLMs, shall decide inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 Neither the Price Band (including Company nor any revisions thereto) and the Offer Price. 3.2 The Company or of the Selling Shareholders shall notshall, without the prior written approval of the BRLMsManagers, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBI, the Stock Exchanges, the RoC Registrar of Companies or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Offer Period, in consultation with the BRLMs. 3.4 The Company shallBid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company, in consultation with the BRLMsManagers. 2.4 The Basis of Allotment and all allocations, make applications allotments and transfers of Equity Shares made pursuant to the Offer shall be finalized by the Company in consultation with the Managers, the Registrar to the Offer and the Designated Stock Exchanges Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the Managers, in accordance with Applicable Law. In the event of under subscription in the Offer, the Equity Shares will be Allotted in the following order (i) such number of Equity Shares will first be Allotted by the Company such that 90% of the Fresh Issue portion is subscribed; (ii) upon (i), all the Equity Shares held by the Selling Shareholders and offered for listing sale in the Offer for Sale will be Allotted (in proportion to the Offered Shares being offered by each Selling Shareholder); and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of its Equity Shares, Shares will be Allotted by the Company towards the balance 10% of the Fresh Issue portion. 2.5 Each of the Company and the Selling Shareholders undertakes and agrees that it shall obtain in-principle and not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. The Company and the Selling Shareholders shall refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including, due to the failure to obtain listing or trading approval or under any direction or order of the SEBI or any other Governmental Authority. 2.6 The Company and the Selling Shareholders shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of trading of the Equity Shares on the Stock Exchanges within the time period prescribed under Applicable Law. The Company and the Selling Shareholders shall further take all necessary steps, in consultation with the Managers, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts (including any accounts blocked under the UPI mechanism) in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. Each of the Selling Shareholders shall provide all required information, support and cooperation to the Managers and the Company in this respect. Each of the Selling Shareholders shall reimburse the Company for all expenses incurred by the Company in relation to the Offer for Sale on each of their behalf in the manner set out in Clause 17 of this Agreement. 2.7 Each of the Company and the Selling Shareholders agree and undertake that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. 2.8 The Company shall, prior to immediately after filing of the Draft Red ▇▇▇▇▇▇▇ Prospectus, choose one of the Stock Exchanges as the Designated Stock Exchange. The Company undertakes that all the steps will be taken, in consultation with the BRLMs, for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, information and documentation in respect of the Investor Selling Shareholders Statements, Promoter Group Selling Shareholder Statements and Individual Selling Shareholder Statements, respectively. 3.5 The Company shall obtain authentication on the SEBI complaints redressal system and, in consultation Complaints Redress System (“SCORES”) and comply with the BRLMsSEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through SCORES. The Company shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs Managers and in compliance with Applicable Law. The Company shall appoint, and have at all times for the duration of this Agreement, a compliance officer, in relation to compliance with SEBI ICDR Regulations in relation to the Offer and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist the Company and the BRLMs in redressal of investor grievances, only in the event that such investor grievances pertain to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs in redressal of investor grievances, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letter, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s Affiliates, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep the BRLMs immediately informed in writing of the details of any legal proceedings that they may initiate (other than the legal proceedings against the BRLMs) or, be required to defend in connection with any matter that may have a bearing, directly or indirectly, on the Offer. 3.9 The Selling Shareholders shall, severally and not jointly, reimburseauthorize the Compliance Officer of the Company to deal with, in proportion to on their respective Offered Sharesbehalf, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays investor grievances received in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity respective Selling Shareholder’s portion of the Offered Shares are received from and shall reasonably co-operate with the Company and the Managers in the redressal of any such investor grievances. 2.9 The Managers shall have the right to withhold submission of any of the Offer Documents to the SEBI, the Registrar of Companies, the Stock ExchangesExchanges or any other Governmental Authority in the event that any information requested by the Managers is not made available by the Company Entities, the Selling Shareholders or any of their respective Affiliates, directors or officers, to the Managers or the information already provided to the Managers is untrue, inaccurate or incomplete. 3.10 2.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordingly, the Equity Shares will be offered and sold only outside the United States, States in “offshore transactions” as defined in in, and in reliance on compliance with Regulation S under the U.S. Securities Act S, and in accordance with the applicable laws of the jurisdiction where those offers and sales are made. 3.11 2.11 The Company undertakes that, until the Equity Shares have been listed and have commenced trading pursuant to Selling Shareholders shall not withdraw from the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the after filing of the DRHP with SEBI other than in connection with without prior consultation and written approval of each of the grant Company and the Lead Managers which shall be provided at least fifteen days prior and, subject to the provisions of employee stock options in accordance with the Securities and Exchange Board SEBI ICDR Regulations. Further, they shall not increase or reduce the number of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed Equity Shares offered by them in the DRHP and shall be disclosed Offer resulting in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to the Offer shall be conditional on, the following: (i) any a change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions aggregate size of the Offer being made only with beyond the applicable limits under SEBI ICDR Regulations, each without prior consultation and written consent approval of the BRLMs; (ii) existence of market conditions, whether in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders Company and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively;Lead Managers. (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to 2.12 After the filing of the RHP with the RoCRoC and until the Bid/ Offer Opening Date, confirmation no Selling Shareholder may withdraw from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and or increase or reduce the execution number of certifications (including from the statutory auditors of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions its Offered Shares without prior written consent of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it . It is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where no such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, consent will be required in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 termination of this Agreement.

OFFER TERMS. 3.1 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Investor Selling Shareholders in consultation with the BRLMs, shall decide the Price Band (including any revisions thereto) and the Offer Price. 3.2 The Company or the Selling Shareholders shall not, without the prior written approval of the BRLMs, file any of the DRHPOffer Documents with the SEBI, any Stock Exchange, the RHP or the Prospectus with SEBIRegistrar of Companies, the Stock Exchanges, the RoC or any other authority whatsoever or issue the Preliminary Offering Memorandum or the Offering Memorandum in connection therewithGovernmental Authority, as may be applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Offer Materials. 3.3 2.3 The Company and terms of the Investor Selling Shareholders shall determine Offer, including the Price Band, the Bid/Offer Opening Date and Date, the Anchor Investor Bidding Date, the Bid/Offer Closing Date, including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bid/Allocation Price (if applicable) and the Offer PeriodPrice, including any revisions, modifications, or amendments thereof, shall be decided by the Company and the Promoter Selling Shareholders, in consultation with the BRLMs. 3.4 2.4 The Basis of Allotment (except with respect to the Anchor Investors) shall be finalized by the Company shalland the Promoter Selling Shareholders, in consultation with the BRLMs and the Designated Stock Exchange, in accordance with the Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company and Promoter Selling Shareholders in consultation with the BRLMs, make applications in accordance with Applicable Law. In case of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue (“Minimum Subscription”) prior to the Stock Exchanges sale of Equity Shares in the Offer for listing of its Equity SharesSale, and shall obtain in-principle and final listing and trading approvals from the Stock Exchanges and shall, prior to filing provided that post satisfaction of the Red ▇▇▇▇▇▇▇ ProspectusMinimum Subscription, choose one Equity Shares will be Allotted under the Offer for Sale in proportion to the Offered Shares being offered by the Selling Shareholders. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Stock Exchanges as Fresh Issue (i.e., 10% of the Designated Stock Exchange. Fresh Issue) will be offered only once the entire portion of the Offered Shares is Allotted in the Offer. 2.5 The Company undertakes that all the shall take such steps will be taken, in consultation with the BRLMs, for as are necessary to ensure the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at on the Stock Exchanges within such time period as prescribed under Applicable Law. The Investor Selling Shareholders, Each of the Promoter Group Selling Shareholder Statements and the Individual Selling Shareholders shall provide reasonable support, all required information and documentation such reasonable support and co-operation as required or requested by the Company, the BRLMs and/or under Applicable Law to the extent that such reasonable support and co-operation is in respect relation to their respective portion of the Investor Selling Shareholders StatementsEquity Shares being offered in the Offer for Sale, Promoter Group Selling Shareholder Statements to facilitate the process of listing and Individual Selling Shareholder Statementscommencement of trading of Equity Shares on the Stock Exchanges. The Company shall further take all necessary steps (including, respectivelyensuring that requisite funds are available to the Registrar), in consultation with the BRLMs, to ensure the dispatch of the Confirmation of Allocation Notes to Anchor Investors, completion of the allotment and/or transfer of the Equity Shares pursuant to the Offer and dispatch of the Allotment Advice promptly, including any revisions thereto, if required, and dispatch of the refund orders to the Anchor Investors and the unblocking of ASBA Accounts and UPI Accounts in relation to other applicants, as per the modes prescribed in the Offer Documents, in any case not later than the time limit prescribed under Applicable Law, and in the event of failure to do so, to pay interest to the applicants as required under Applicable Law. 3.5 2.6 The Company agrees and undertakes that: (i) refunds to unsuccessful Bidders or dispatch of Allotment Advice shall be made in accordance with the methods described in the Offer Documents, and (ii) funds required for making refunds to unsuccessful Anchor Investors or dispatch of the Allotment Advice and the Confirmation of Allocation Notes, in accordance with the methods described in the Offer Documents, shall be made available to the Registrar to the Offer. The Company undertakes to refund the money raised in the Offer, together with any interest on such money as required under Applicable Law, to the Bidders if required to do so for any reason, including without limitation, due to the failure to obtain listing or trading approval or under any direction or order of SEBI or any other Governmental Authority. 2.7 The Company shall obtain authentication on the SCORES and comply with the SEBI complaints redressal system andcircular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021, in consultation with relation to redressal of investor grievances through SCORES. The Company shall, prior to the BRLMsgrant of final listing and trading approval for the Equity Shares, shall set up an investor grievance redressal system to redress all Offer Offer-related grievances to the satisfaction of the BRLMs and in compliance with Applicable Law. The Each of the Selling Shareholders have authorized the Company shall appointto deal with, and have at all times for on their behalf, any investor grievances received in the duration of this Agreement, a compliance officer, Offer in relation to compliance with SEBI ICDR Regulations in relation to the Offer such Selling Shareholder or its respective Offered Shares and to attend to matters relating to investor grievances. The Investor Selling Shareholders agree to use reasonable endeavours to assist shall provide such assistance as may be reasonably required by the Company and the BRLMs in the redressal of investor grievances, only any Offer-related grievances in relation to itself or its respective portion of the Offered Shares. 2.8 No Selling Shareholder may withdraw from the Offer after filing of the DRHP with SEBI or increase or reduce the number of Offered Shares offered by it resulting in a change in the event that such investor grievances pertain aggregate size of the Offer for Sale without prior written intimation to their respective Investor Selling Shareholder Statements and the Investor Offered Shares. The Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, agree to assist the Company and the BRLMs. Provided that, after the filing of the RHP with the RoC and until the Bid/ Offer Opening Date, no Selling Shareholder may withdraw from the Offer or increase or reduce the number of its Offered Shares without prior written consent of the Company and the BRLMs. It is clarified that no such consent or intimation will be required in the event of force majeure or termination of this Agreement. 2.9 The BRLMs in redressal shall have the right to withhold submission of investor grievancesany of the Offer Documents to SEBI, the Registrar of Companies, the Stock Exchanges, or any other Governmental Authority, in the event that such investor grievances pertain to such Individual Selling Shareholders Statements or the Promoter Group Selling Shareholders Statements, as the case may be, and matters related thereto. 3.6 The Company shall take such steps as are necessary to ensure the completion of Allotment and dispatch of the letters of allotment or Allotment Advice, including any revisions, if required, and refund orders to the Bidders including non-resident Indians soon after the Basis of Allotment is approved information requested by Designated Stock Exchange within the time prescribed under Applicable Law, and, in the event of failure to do so, the Company shall ensure payment of interest to the applicants in respect of which there was such a failure, as required under Applicable Law. Each of the Individual Selling Shareholders or the Promoter Group Selling Shareholders, as the case may be, shall extend reasonable cooperation to the Company, as may be required in relation to their respective Individual Offered Shares or the Promoter Group Offered Shares, as the case may be, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. Each of the Investor Selling Shareholders shall extend reasonable cooperation to the Company, as may be required in relation to their respective Investor Offered Shares, in accordance with Applicable Law, to facilitate the process of listing the Equity Shares on the Stock Exchanges. 3.7 The Company shall ensure that all commissions, brokerage and fees payable to the BRLMs in relation to the Offer shall be paid within the prescribed time under Applicable Law and the Fee Letteris not made available, and as provided under the agreements to be entered into with the underwriters and sub-brokers/stock brokers, etc. and Applicable Law. All amounts payable to the BRLMs in accordance with the terms of the Fee Letter, shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges. For the avoidance of doubt, the costs, fees and expenses with respect to the Offer shall be borne by the Company and the Selling Shareholders as stated in Clause 20.1 of this Agreement. 3.8 The Company, Directors, the Company’s AffiliatesCompany Entities, the Individual Selling Shareholdersits Promoters, the Key Managerial Personnel, Promoter Group Selling Shareholders (except the Non-cooperating Promoter Group Members) and the Investor Selling Shareholders shall not resort to any legal proceedings in respect of any matter having a bearing, directly or indirectly, on the Offer, except with the BRLMs’ prior approval, other than any legal proceedings initiated by the Company, the Individual Selling Shareholders, the Promoter Group Selling Shareholders and/or the Investor Selling Shareholders against any of the BRLMs or proceedings initiated by parties under existing shareholders agreements and amendments thereto. The Company, its Affiliates, Directors, the Individual Selling Shareholders, the Promoter Group Selling Shareholders, and the Investor Selling Shareholders, on becoming aware, shall keep request by the BRLMs immediately informed in writing of or the details of any legal proceedings that they may initiate (other than information already provided to the legal proceedings against the BRLMs) orBRLMs is untrue, be required to defend in connection with any matter that may have a bearing, directly misleading or indirectly, on the Offerincomplete. 3.9 The Selling Shareholders shall, severally and not jointly, reimburse, in proportion to their respective Offered Shares, any expenses and interest incurred by the Company on behalf of the Selling Shareholders for any delays in making refunds as required under the Companies Act and any other Applicable Law, provided that none of the Selling Shareholders shall be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder. The Selling Shareholders shall not access the money raised pursuant to the Offer for Sale until final listing and trading approvals in relation to the Equity Shares are received from the Stock Exchanges. 3.10 2.10 Each of the Company and the Selling Shareholders acknowledges and agrees that the Equity Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and accordinglyAct. Accordingly, the Equity Shares will be offered and sold outside the United States, States in “offshore transactions” transactions as defined in and in reliance on Regulation S under the U.S. Securities Act and in accordance with the applicable laws of the jurisdiction where those offers and sales are madeoccur. 3.11 2.11 The Company undertakes that, until the Equity Shares have been listed rights and have commenced trading pursuant to the Offer or until the Bid monies are refunded and ASBA Accounts are unblocked because of, inter-alia, failure to obtain listing and trading approvals in relation to the Offer or under-subscription in the Offer, as applicable, no further issue or offer of share capital whether by way of issue of bonus issue, preferential allotment, rights issue or issue of share capital in any other manner shall be made during the period commencing from the filing of the DRHP with SEBI other than in connection with the grant of employee stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI SBEB Regulations”), which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus. 3.12 The obligations of the BRLMs in relation to under this Agreement are several and not joint. For the Offer shall be conditional onavoidance of doubt, the following: (i) any change in the type and quantum of securities proposed to be offered in the Offer by the Company, or in the terms and conditions none of the Offer being made only BRLMs are responsible for the actions or omissions of any of the other BRLMs. To the extent reasonably possible, each BRLM agrees to cooperate with the prior written consent of the BRLMs; (ii) existence of market conditions, whether other BRLMs in India or globally, before launch of the Offer being, in the sole opinion of the BRLMs, satisfactory for the launch of the Offer; (iii) the absence of, in the sole opinion of the BRLMs, any Material Adverse Change; (iv) the Company providing true, authentic, correct carrying out their duties and valid information, reports, statements, declarations, undertakings, clarifications, documents responsibilities under this Agreement. The rights and certifications for the purposes of the Offer Documents, and each of the Individual Selling Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders providing true, authentic, correct and valid information, reports, statements, declarations, undertakings, clarifications, documents and certifications in respect of the Individual Selling Shareholders Statements, Promoter Group Selling Shareholders Statements and the Investor Selling Shareholders Statements, respectively; (v) due diligence having been completed to the satisfaction of the BRLMs, including to enable the BRLMs to file any due diligence certificate with SEBI (and any other regulatory or supervisory authority) and any other certificates as are customary in offerings of the kind contemplated herein; (vi) the terms and conditions of the Offer having been finalized to the satisfaction of the BRLMs, including the Price Band, the Offer Price, the Anchor Investor Offer Price and the size of the Offer; (vii) completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrangements with the Company’s or its Subsidiaries’ lenders, and disclosures in the Offer Documents, all to the satisfaction of the BRLMs; (viii) the Company confirming that it has applied for, and receiving, prior to the filing of the RHP with the RoC, confirmation from its lenders that there is no existing default under its financing or loan arrangements; (ix) completion of all documentation for the Offer, including the Offer Documents, and the execution of certifications (including from the statutory auditors obligations of the Company and the auditors comfort letter), undertakings, customary legal opinions (including opinions of the Company’s Indian legal counsel on the date of the DRHP and at closing; and opinions of the Selling Shareholders’ Indian and international legal counsel, as applicable/necessary, at closing, in each case in form and substance satisfactory to the BRLMs), consents from lenders, and customary agreements, including the Underwriting Agreement, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Offer, covenants, including relating to lock-up requirements force majeure, indemnity and contribution, in form and substance satisfactory to the BRLMs, and as may be mutually agreed between the Parties; (x) receipt of any necessary or desirable reports, documents, papers or information from the Company and its Directors to enable the BRLMs to file their report with SEBI and to enable them to verify that the statements made in the Offer Documents are true and correct in all material aspects and do not include any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or when required under Applicable Law, to enable the BRLMs to cause the filing of the post-Offer reports; (xi) the benefit of a clear market to the BRLMs prior to the Offer, and in connection therewith, no offering of debt or equity or any warrants or options or hybrid securities of any type shall be undertaken, without prior consultation with, and written approval of, the BRLMs (except for the grant of employee stock options in accordance with the SEBI SBEB Regulations, which schemes have been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus), and no transfer/sale of any type of securities of the Company shall be undertaken by the Promoters (other than transfers inter se the Promoters and Promoter Group, in accordance with Applicable Law and this Agreement and sales, if any, of any Equity Shares prior to the filing of the RHP with the RoC, with the prior approval of the BRLMs); (xii) the receipt of approval from the internal committees of the BRLMs, which approval may be given in the sole determination of each such committee; and (xiii) the absence of any of the events referred to in Clause 22.2(vi) and the absence of any breach of the terms of this Agreement or the Fee Letter by the Company or its Directors, or the Selling Shareholders, as the case may be. 3.13 For avoidance of doubt, it is clarified that: (i) if any conditions specified in Clause 3.13 have not been satisfied, each BRLM shall, in its sole discretion, have the right to unilaterally terminate this Agreement with respect to itself immediately, by giving notice in writing to the other Parties; and (ii) the BRLMs shall have the right to withhold submission of the DRHP, the RHP or the Prospectus to SEBI, the RoC or the Stock Exchanges, as applicable, in the event that any of the information requested by the BRLMs is not promptly made available by the Company or any of its Affiliates or Directors or by the respective Selling Shareholders (where such information has been reasonably requested of the Selling Shareholders), in accordance with the respective terms set out under this Agreement. 3.14 The Parties agree that, in the event of under subscription in the Offer, the Equity Shares will be allotted in the following order: (i) all the Equity Shares offered by the Investor Selling Shareholders; (ii) next, the Equity Shares offered by the Individual Selling Shareholders; and (iii) next, the Equity Shares offered by the Promoter Group Selling Shareholders; will be allotted in the manner set forth in the Offer Documents. 3.15 The rights, obligations, representations, warranties, covenants and undertakings and indemnities, if any, of each of the Parties under this Agreement shall be several are joint and not joint. Furthermore, it is clarified that the Investor Selling Shareholders shall not be held responsible for any acts of commission or omission of the other Parties. However, the Investor Selling Shareholders shall share the costs and reimburse the Company in the manner agreed in Clauses 3.9 and 20 of this Agreementseveral.