PART - III - Udyog Bandhu

NAME) will be paid a drop-dead fee (“Drop Dead Fee”) of Rs -------------- (Rupees --------------only).iii.iv.For the purposes of calculating the Success Fee, the Consideration will be translated, ifnecessary, into Indian Rupees at the State Bank of India’s buying spot rate at the close ofbusiness on the day prior to the Closing Date.No payments, other than those made by the GoUP for and on behalf of (ADVISORNAME) in pursuance of orders / judgement of a court, to third parties other than personsbelonging to (ADVISOR NAME), shall be reduced from amounts owed by the GoUP to(ADVISOR NAME) pursuant to this Agreement.v. The GoUP will be responsible for its own legal fees and the costs of accountants(including the cost of audit and accounting reports) and other advisors, including technicaladvisors. (ADVISOR NAME) will be responsible for its own travel and all other out-ofpocketexpenses in connection with the Engagement.vi.All fees and payments to (ADVISOR NAME) shall be subject to deductions as perapplicable laws of India.3. ComplianceThe GoUP will comply with all applicable legal and regulatory provisions (including StockExchange requirements).4. Information and Announcementsi. The State Govt. will:a) provide (ADVISOR NAME) and its advisors with such access to the directors andmanagement of, and the auditors and advisors to the Company and its subsidiaries, ifany, for the purpose of the Transaction/Engagement as (ADVISOR NAME) mayreasonably require; andb) provide (ADVISOR NAME) with, and/or give access to, all information which isrelevant for the purposes of the Transaction/Engagement and will ensure that, in sodoing, GoUP will not breach any confidentiality obligation and that the information sosupplied is and remains complete, true and accurate in all material respects and notmisleading, whether by omission or otherwise. The GoUP will immediately notify(ADVISOR NAME) if it subsequently discovers that any information provided by it isincomplete, untrue, inaccurate or misleading.ii. The GoUP will ensure that all announcements and documents published or statementsmade by the GoUP/Company or on their behalf in the course of, and relevant to, theTransaction/Engagement will only be made or published after consultation with (ADVISORNAME) and will be true and accurate and not misleading and, where appropriate, will containall information necessary for legal or regulatory purposes (including the Stock Exchangerequirements).iii. The GoUP undertakes that it will at all times keep (ADVISOR NAME) fully informedof all strategies, developments and discussions relevant to the Transaction and that noinitiatives relevant to the Transaction/Engagement will be taken without prior consultation with(ADVISOR NAME).115