Shriram City Union Finance Limited - Karvy

Company equal to or more than 7% of the paid up equity share capital of our Company, the informationrights will no longer be available to the Investor.(b) Investor not considered to be promoters: The Investor is merely a financial investor in our Company.Our Company shall take all actions to ensure that the Investor shall not be considered or classified to be apromoter or any ‘person acting in concert’ of the promoter of our Company. The Investor is not in controlof our Company.(c) Term and Termination: The Agreement may be terminated and the transactions contemplated by theAgreement may be abandoned if closing does not take place on or before such time as mutually agreed tobetween the parties. . Either party may terminate this Investment Agreement any time before the date onwhich closing shall have taken place in the event that the other party commits a breach of its obligationsunder this Investment Agreement and such breach is not remedied by the defaulting party within 60 days ofnotice of such breach.This Agreement shall terminate in the event that the shareholding of the Investor in our Company (whichincludes warrants on a fully diluted basis and shares purchased by the Investor in an open market) and itsaffiliates falls below 5% of the paid up share capital of our Company.(d) Governing Law: Indian Law.(e) Dispute Resolution: Arbitration will be carried out in accordance with the Arbitration and ConciliationAct, 1996 and the place of arbitration is Mumbai. All proceedings will be conducted in English Language.2. Investor agreement dated May 12, 2008 between Bessemer Ventures Partners, (“Investor”) andShriram City Union Finance Limited, (“Company”), (“Investor Agreement”)Pursuant to the Investor Agreement, the Investor has subscribed to 12,50,000 equity shares constituting2.81% of the equity share capital of our Company post the preferential allotment of equity shares to theInvestor, certain other investors, Shriram Capital Limited and Shriram Enterprise Holding Limited, (“PostPreferential Issue Equity Share Capital”) and 12,50,000 warrants each convertible to one equity share ofour Company. The shares and the warrants subscribed by the Investor in one or more tranches would, on afully diluted basis, aggregate to 4.75% of the Post Preferential Issue Equity Share Capital of our Company.The salient features of the Investor Agreement are as follows:(a) Investor Rights:(i) Right to appoint observer: The Investor has a right to appoint an observer to the Board.(ii) Pre-emptive right on further issues of capital: If our Company should undertake any further issue of equityshares and/or any other instrument convertible into equity shares, the Investor is entitled to be offered suchequity shares and/or other instruments on the same terms as the proposed issuance so as to enable to theInvestor to maintain its shareholding in our Company at the same level as it had prior to such further issue.This right is available to the Investor as long as the shareholding of the Investor in our Company is morethan 5% of the paid up equity share capital of our Company.(iii) Information rights: As long as the shareholding of the Investor is more than 7% of the paid-up equity sharecapital of our Company, the Investor is entitled to customary information rights as set out in the InvestorAgreement. In the event that the shareholding of the Investor falls below 7%, and thereafter the Investoracquires additional shares of our Company so as to take the shareholding of the Investor in our Company tomore than 7%, the information rights will no longer be available to the Investor. However, notwithstanding101