Shriram City Union Finance Limited - Karvy

The Investor and Founders shall mutually agree upon and identify one individual who shall beindependent Director and who shall be the chairman of the Board. In the event that IREDA or any ofthe Existing Investors waive their right to nominate an independent Director on the Board of theCompanies or cease to be entitled to such right, the resulting vacancy in the office of independentdirectors of the Companies shall be filled in accordance to the terms of this Agreement. The ManagingDirector of the Companies shall be appointed by the Founders.(f) Quorum: The Chairman of the Board shall not have a casting vote. The quorum of any meeting of theBoard where any matter which requires the specific consent of the nominee(s) of the Investor or theFounders or both in accordance with the provisions of the Agreement is to be taken up shall be inaccordance with applicable law, of which at least one Director shall be the nominee(s) of the Investoror the Founders or both, as the case may be. The quorum of any meeting of the Board of Directorsother than those aforementioned shall be in accordance with the applicable law and shall comprise atleast one Director who shall be a nominee of the Investor and one Director who shall be a nominee ofthe Founders. In the absence of such quorum, the meeting of the Board of Directors shall bereconvened after one week. At such reconvened meeting, the quorum shall be in accordance withapplicable law and shall not require the presence of a nominee of the Investor and / or the Founders.However, it is clarified that at such meeting of the Board of Directors, there will be no discussion andno vote on matters which require either the specific consent of the nominee of the Investor or theFounders in terms of the Agreement. All decisions at any meeting of the Board shall be in accordancewith the vote of a simple majority save such decisions which require the specific consent of theFounders or the Investor, as the case may be.(g) Fundamental Issues: Any action with respect to customary fundamental issues shall require thespecific consent of the shareholders of SRHPL and SEHPL by way of an extraordinary resolutionand/or the consent of the Investor’s and the Founders’ nominee on the Board or Committee thereof, asthe case may be.(h) Indemnification: Our Company and the Founders jointly and severally agree to indemnify theInvestor in case of any material breach arising from the agreement.(i) Investor not to be considered Founder/Promoter: The Founders will ensure that the Investor willnot be classified as ‘promoter’ of any of our Company or its subsidiaries and the shares and warrantsallotted to the Investor at the time of closing are not subject to lock-in or any other restriction, whichare applicable to the promoters. SRHPL, SEHPL and the Founders will be considered as ‘personsacting in concert’ with the Investor solely for the purpose of the Agreement and the acquisition ofshares contemplated therein.(j) Investor’s Right to Exit:(i)Right to sell or transfer shares: The Investor has the right to freely transfer the beneficial interestheld by it in SCUFL whether directly or through shares/warrants of SRHPL to any personincluding third parties. In the event that the proposed transfer of such beneficial (direct or indirect)interest by the Investor is by way of placement with other investors of a block of shares/warrantsowned by the Investor, the SRHPL and SEHPL shall take necessary steps (including access toinformation and records) to facilitate such transfer by the Investor.In the event of the block of shares/warrants proposed to be transferred by the Investor is:• less than 25% of the fully diluted percentage beneficial ownership held by the Investor in SCUFL(whether directly or through SRHPL and SEHPL), the transfer of such shares and warrants by theInvestor shall be without any rights attached to such shares/warrants under this Agreement, subjectto the transferee executing a deed of adherence;• more than 25%, but less than 50% of the fully diluted percentage beneficial ownership held by theInvestor in SCUFL (whether directly or through SRHPL and SEHPL), the Investor shall beentitled to transfer such shares and warrants along with the Tag-along rights, Information Rights,Right of registration and right to nominate one director on the Board of Directors of SRHPL andSCUFL only, subject to the transferee executing a deed of adherence;106