PART - III - Udyog Bandhu

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AFORESAID, THEPARTIES HEREBY AGREE AS FOLLOWS:1. Role of (ADVISOR NAME)(ADVISOR NAME) shall, in accordance with all applicable laws, provide the followingfinancial advice and assistance together with any additional assistance agreed in writingbetween (ADVISOR NAME) and the GoUP:ATo carry out the valuation and assist in the sale of ------% shareholding of the GoUPin (CO. NAME);B. (i) To carry out the valuation of (SUBSIDIARIES , IF ANY);(ii) To advise on the modalities for transfer of (CO. NAME)’s stake in(SUBSIDIARIES , IF ANY);For the avoidance of doubt, the duties and responsibilities of (ADVISOR NAME)shall not include other than as set out above. In particular, (ADVISOR NAME) isnot responsible for:a) Giving tax, legal, regulatory, accountancy or other specialist or technical advice orservices; orb) Giving general financial or other advice that is not related to the Transaction; orc) Valuation of assets and other intangibles of the CompanyThe valuation advice which (ADVISOR NAME) provides will be given on the understandingthat unless otherwise expressly agreed in writing, (ADVISOR NAME) shall not be responsiblefor the accounting or other data and commercial assumptions on which such a valuation isbased, the assessment and evaluation of which shall remain the Company’s responsibility.In this Agreement, where any obligation is imposed on the Company, the GoUP agrees that itwill ensure the Company complies with such obligation.2. Fees and ExpensesThe GoUP has agreed with (ADVISOR NAME) the following fee(s);i. Success FeeIf the Transaction is completed, a fee inclusive of all applicable taxes (the “Success Fee”),equal to ----- percentage of the total amount of the Consideration that is paid or is payable bythe Strategic Partner to acquire the Stake from the GoUP in connection with the Transaction,whether by way of cash, equity, debt or in kind or by way of any waiver, release or assignmentof any rights or obligations (the “Consideration”). The Success Fee will be payable 15 daysfrom the date of full payment by the Strategic Partner (the “Closing Date”).ii.If, for any reason, GoUP decides to terminate this Agreement and the Engagement inaccordance with clause 5 prior to completion of the Transaction or in case the GoUPdecides not to go ahead with the Transaction for any reason whatsoever, then (ADVISOR114