PRESENTATION ON PRESENTATION ON SHAREHOLDERS SHAREHOLDERS

AGREEMENTAGREEMENT

INDEX INDEX

Parties to the Shareholders Parties to the Shareholders Agreement Agreement

Purpose of the Shareholders Purpose of the Shareholders Agreement Agreement

Brief contents of the Shareholders Brief contents of the Shareholders Agreement Agreement

Brief explanation of the contents of Brief explanation of the contents of the Shareholders Agreement the Shareholders Agreement

Parties to the Shareholders Parties to the Shareholders Agreement Agreement

Promoters Promoters Investors Investors Company Company

Purpose of the Shareholder’s Purpose of the Shareholder’s Agreement Agreement

The purpose of the Shareholders’ The purpose of the Shareholders’ Agreement is to bind the parties to Agreement is to bind the parties to the agreement for a defined period the agreement for a defined period to invest and manage the company to invest and manage the company to achieve the objects of the to achieve the objects of the company, including restriction on company, including restriction on competition between parties to the competition between parties to the agreementagreement

Brief contents of the Shareholders Brief contents of the Shareholders AgreementAgreement

Parties Parties Purpose Purpose Shareholding pattern and valuation Shareholding pattern and valuation Conditions for transfer (Tag and Drag) Conditions for transfer (Tag and Drag) Future plan for Initial Public Offer Future plan for Initial Public Offer Management, Board and powers Management, Board and powers Minority shareholding protection Minority shareholding protection Termination condition Termination condition ArbitrationArbitration

Shareholding pattern and valuationShareholding pattern and valuation

Shareholding pattern of the company Shareholding pattern of the company will be stated in detail the basis will be stated in detail the basis valuation of the shares shall also be valuation of the shares shall also be detailed. detailed.

Warranties and RepresentationsWarranties and Representations

Being assurance from parties to Being assurance from parties to agreement for fulfilling their agreement for fulfilling their respective commitments and claims respective commitments and claims

Conditions for transfer Conditions for transfer (Tag and Drag)(Tag and Drag)

It shall setout the conditions according It shall setout the conditions according to which the parties to the to which the parties to the agreement can transfer their shares agreement can transfer their shares to the outsiders. This is the one of to the outsiders. This is the one of the most important clauses as it the most important clauses as it restricts free transfers this binding restricts free transfers this binding the parties commitment for the joint the parties commitment for the joint investment and restricting outside investment and restricting outside investorsinvestors

Right of First RefusalRight of First Refusal

To ensure existing shareholder get the To ensure existing shareholder get the first right to take on more shares on first right to take on more shares on transfers or further issues of shares transfers or further issues of shares

Management, Board and PowersManagement, Board and Powers

The agreement set out the constitution of The agreement set out the constitution of the Board of directors , giving proportionate the Board of directors , giving proportionate representation for promoters and investors.representation for promoters and investors.

Details the manner in which decisions would Details the manner in which decisions would taken by the Board ( quorum so as to taken by the Board ( quorum so as to represent all factions of investors; represent all factions of investors; mandatory affirmative votes on select mandatory affirmative votes on select /important decisions , casting vote of /important decisions , casting vote of chairman etc.).chairman etc.).

Management : Details of delegation of powers Management : Details of delegation of powers to the Managing Director or senior to the Managing Director or senior management would be enlisted.management would be enlisted.

Shareholders protectionShareholders protection

The Board/company shall not take any The Board/company shall not take any decision without the specific consent decision without the specific consent of all factions of investors. It will of all factions of investors. It will ensure proportionate opportunity to ensure proportionate opportunity to vote on important mattersvote on important matters

Termination conditionsTermination conditions

It shall set out the events on which the It shall set out the events on which the agreement stands to be terminated. agreement stands to be terminated.

ArbitrationArbitration

Any dispute betweenAny dispute between the parties to the the parties to the agreement shall be submitted for agreement shall be submitted for arbitrationarbitration

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