Shriram City Union Finance Limited - Karvy

• more than 50% of the fully diluted percentage of beneficial ownership held by the Investor inSCUFL (whether directly or through SRHPL and SEHPL), the Investor shall be entitled totransfer such shares and warrants with all rights attached to such shares or warrants under thisAgreement subject to the transferee executing a deed of adherence.(ii)Roll down of beneficial ownership of SCUFL: Any time after the expiry of two years from the dateof closing, the Investor may require SRHPL to distribute the shares/warrants held by SRHPL inour Company amongst the Founders and the Investor in proportion to their respective holdings inSRHPL. In the alternative, the Investor may require the merger of SRHPL with our Company toeffect such distribution and the Founders agree to use their best efforts to effect such distribution.(h)Drag along Rights: The Investor has the right but not the obligation to require the Founders tosell all or part of the any Shares or Warrants that the Founders hold in our Company and/orSRHPL. (Shares or Warrants mean any shares and warrants held by the Founders or the Investorin our Company and/or SRHPL, or any direct or indirect beneficial interest held by the Foundersor the Investor in the shares and warrants of our Company and/or SRHPL). The Investor maynotify the Founders of its decision to exercise this right by delivering a written notice (“ExitNotice”) to the Founders. The Founders may notify the name of a proposed purchaser,(“Proposed Purchaser”), terms and conditions of the purchase, including the price, (“ExitPrice”), for the purchase of all but not part of the Shares and Warrants held by the Investor within30 days from the receipt of the Exit Notice.The Investor may exercise its acceptance to sell all of its Shares and Warrants to the proposedpurchaser within 30 days of the receipt of the exit notice (“Acceptance Period”), by delivery of awritten notice.In the event the Investor, at its sole discretion, does not accept the offer for purchase, or theInvestor has failed to communicate its agreement to sell its Shares and Warrants to the proposedpurchaser at the end of the expiry of the Acceptance Period, the Investor may, within 180 days ofthe Acceptance Period, furnish a written notice (“Drag Notice”) giving the name of a proposedbuyer, (“Exit Buyer”), along with terms and conditions including price offered by the Exit Buyer,(“Drag Price”) to purchase all or part of the Shares and Warrants held by the Founders. The DragPrice shall not be less than the Exit Price and the fair market value calculated as on the date of theExit Notice.Upon delivery of the Drag Notice, the Founders are required to transfer the Shares and Warrantsas required by the Drag Notice to the Exit Buyer, upon the same terms and conditions (including,the Drag Price) as agreed by the Investor and the Exit Buyer. The Founder shall makerepresentations, warranties, covenants and agreements to the Exit Buyer comparable to those madeby the Investor and shall agree to the same conditions to the transfer as the Investor agrees. Allsuch representations, warranties, covenants and agreements shall be made by each Founder andInvestor severally and not jointly(i)Consequences of a material breach: In the event of a material breach of the provisions of thisAgreement, the non-defaulting parties are entitled to the following rights if such material breach isnot cured within 60 days of receipt of notice of such breach, (“Cure Period”) and the nondefaultingparty has not been compensated according to the provisions of the Agreement.(i) Put and Call Option: The non-defaulting party shall have the right to either require thedefaulting party, jointly and severally, to acquire any or all of the Shares and Warrants heldby the non-defaulting party in SRHPL (collectively, “Securities”) at a price equivalent to12.5% of the fair market value of the Securities, or cause the defaulting party to sell to thenon-Defaulting party any or all of the Securities then held by the defaulting party at a priceequivalent of 75% of the fair market value of the securities. The aforesaid premium ordiscount to the fair market value represents a reasonable assessment made by the defaulting107