Shriram City Union Finance Limited - Karvy

the information rights of the Investor, our Company shall publish any unpublished price sensitiveinformation before providing it to the Investor and the Investor agrees that these information rights shallremain suspended during the time the Board withholds the publication of such price sensitive information.(b) Investor not to be considered Promoters: The Investor is merely a financial investor in our Company.Our Company shall take all actions to ensure that the Investor is not considered or classified to be a‘promoter’ of our Company or as a person acting in concert with the promoter of our Company. TheInvestor is not in control of our Company and the investment by the Investor is purely financial in nature.(c) Non termination of arrangements with connected persons: Our Company is required to seek priorwritten consent of the Investor before terminating any of its material contracts or arrangements with suchpersons described as ‘connected persons’ in the Investment Agreement, in relation to sharing ofinfrastructure or facilities.(d) Term and termination: Either party has the right to terminate this Agreement any time before the date onwhich closing shall have taken place due to a breach of the covenants of this Investment Agreement. In theevent the shareholding of the Investor (which shall include warrants on a fully diluted basis and anypurchase by the Investor of the shares of our Company in an open market) and its affiliates fall below 5%of the paid up share capital of our Company this Investment Agreement shall terminate.(e) Governing law: Indian law(f) Dispute resolution: Arbitration will be carried out in accordance with the Arbitration and Conciliation Act,1996 and the place of arbitration is Mumbai. All proceedings will be conducted in English Language.3. Investment agreement dated May 9, 2008 between Asiabridge Fund I LLC, (“Investor”) and ShriramCity Union Finance Limited, (“Company”), (“Investment Agreement”)Pursuant to the Investor Agreement, the Investor has subscribed to 5,87,500 equity shares constituting1.32% 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 5,87,500 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 2.23% 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) More favourable rights: Our Company shall not grant to the shareholders who may invest in our Companyin the future (“New Investors”), any terms which are more favourable than that of the existing Investors, solong as the New Investors are at par or less than 2.23% of the shareholding in our Company.(ii) Information Rights: The Investor is entitled to customary information rights as set out in the InvestorAgreement. In the event any information rights are provided to other investors participating in thepreferential allotment, the same rights shall be provided to the Investors.(b) Investor not to be considered as promoters: The Investor is merely a financial investor in our Company.Our Company shall take actions to ensure that the Investor shall not be considered/classified to be a‘promoter’ of our Company or any ‘person acting in concert’ with the promoter of our Company. TheInvestor is not in control of our Company and the investment by the Investor is purely financial in nature.102