GAMMON INDIA LIMITED

hereof by the employees of the Company; (iii) any issuance of Equity Shares by the Company upon conversion of
warrants outstanding as at the date hereof; and (iv) the Placement.
The Promoter during the period commencing on the date of the Placement Agreement and ending 180 days after the
date of allotment of equity shares under the Offering, agrees not to, (a) directly or indirectly, offer, lend, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, any Equity Shares or any securities convertible into
or exercisable for Equity Shares (including, without limitation, securities convertible into or exercisable or
exchangeable for Equity Shares which may be deemed to be beneficially owned by the undersigned) with respect to
any of the foregoing or (b) enter into any swap or other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, any of the economic consequences associated with the ownership of any of the Equity
Shares or any securities convertible into or exercisable or exchangeable for Equity Shares (regardless of whether any
of the transactions described in clause (a) or (b) is to be settled by the delivery of Equity Shares or such other
securities, in cash or otherwise), or (c) deposit Equity Shares with any other depositary in connection with a
depositary receipt facility or enter into any transaction (including a transaction involving derivatives) having an
economic effect similar to that of a sale or deposit of Equity Shares in any depositary receipt facility or publicly
announce any intention to enter into any transaction falling within (a) to (c) above; provided, however, that the
foregoing restrictions do not apply to any sale, transfer or disposition of Equity Shares by the undersigned to the
extent such sale, transfer or disposition is required by Indian law.
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