GAMMON INDIA LIMITED

Lock-up The Company will not, for a period of 90 days from the date of the Placement
Document, without the prior written consent of the Book Running Lead Managers, (A)
directly or indirectly, issue, offer, contract to sell or issue, 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 or exchangeable for Equity Shares or publicly
announce an intention with respect to any of the foregoing, (B) enter into any swap or
any other agreement or any transaction that transfers, in whole or in part, directly or
indirectly, any of the economic consequences of ownership of the Equity Shares or
any securities convertible into or exercisable or exchangeable for Equity Shares or
publicly announce an intention to enter into any such transaction, whether any such
swap or transaction described in clause (A) or (B) hereof is to be settled by delivery of
Equity Shares or such other securities, in cash or otherwise, or (C) deposit Equity
Shares or any securities convertible into or exercisable or exchangeable for Equity
Shares or which carry the right to subscribe for or purchase Equity Shares in
depositary receipt facilities or enter into any transaction (including a transaction
involving derivatives) having an economic effect similar to that of a sale or a deposit
of Equity Shares in any depositary receipt facility, or publicly announce any intention
to enter into any transaction. The foregoing sentence shall not apply to: (i) any
issuance, sale, transfer or disposition of Equity Shares by the Company to the extent
such issuance, sale, transfer or disposition is required by Indian law; (ii) any issuance
of Equity Shares by the Company upon exercise of options outstanding as at the date
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.
Risk Factors Prior to making an investment decision, prospective investors should carefully
consider the matters discussed under ―Risk Factors‖.
Security Codes for
the Equity Shares
ISIN INE259B01020
BSE Code 509550
NSE Code GAMMONIND
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